Cursed Book
by Gameblaster12
Summary: Trixie finds an old dusty book on the way to work. She can't seem to bring herself to get rid of it until after reading the last page of the book. Once read, it not only brings Rick Grimes with his group into ponyville but their problems as well. Now it's up to Princess Twilight to fix Trixies mess.
1. Chapter 1

**Chapter 1: 13**

Princess Twilight woke up in her old room in the library with Spike lying asleep in his little bed. It had been a year since she became a princess and everything had been going well or as well as one can expect. She had been receiving letters from ponies in Ponyville asking for help with this and that. Nothing out of the ordinary though has happened since then. Twilight looked over to Spike and smiled seeing him still asleep at seven in the morning, she shook her head. "Oh Spike, will you ever wake up early?" Twilight gave a chuckle and then headed downstairs to be greeted by Rainbow Dash. "Hello Rainbow, uh, what are you doing here?" Ok so one thing has been out of the ordinary.

Rainbow rubbed the back of her head with a cheesy grin plastered on her face. "Yeah, uh, no reason." Twilight tapped a hoof expecting a different explanation. "Ok fine, I need to talk to you ok. I kind of ran into some trouble with the new pony in town, Romper." Twilight and Rainbow then heard ponies outside and Rainbow ran and hid behind Twilight. "So there you go."

"Rainbow, I can't keep this up for you. It's time you take your punishment; I can't keep bailing you out." An angry knock then came to the door. "Coming." Twilight walked over to the door and opened it up revealing Romper and a few cops. Romper immediately started complaining about Twilight always letting her friends off the hook and so on until Twilight cut him off. "Romper, I will make sure that Rainbow makes up for whatever she did." Twilight glared back at her friend angrily. "What exactly did she do this time?"

"While doing her little stunts, she crashed through my store and broke more then just a couple trinkets. Not only is three fourths of my antiques destroyed but my roof is completely destroyed. If it were to storm anytime soon, my store would flood." Romper finished his complaint.

Twilight let out a sigh and stared at Rainbow Dash. "Rainbow, get over here." The rainbow pony slowly made her way over to Twilight and smiled sheepishly. Twilight turned back to Romper. "I will get Applejack and have her watch over Rainbow Dash while she not only cleans up her mess but works off the damage she did to your store unless she can pay for everything. How much is everything in your store anyway?"

Romper smiled and then answered the question. "She broke at least five thousand bits worth of stuff and that doesn't count for the roof. That will be another five hundred bits." Rainbow gave a loud gulp and shrunk back. "Don't you hide behind her; you get what you deserve this time."

"Rainbow, how much do you have since I know that working all that off will hurt you with the wonderbolts?" Twilight moved out of the way revealing Rainbow behind her who became frustrated.

"I have six thousand bits saved up but I need it." Rainbow stood looking Twilight in the eyes. "I have expenses to pay for next month."

"Well then, you can work off this debt then." Twilight tapped her foot as Rainbow stared angrily at her.

"I can't afford to do either Twilight, just pay it off for me or wait until I can afford it." Rainbow stomped a hoof down.

"No Rainbow Dash, I can't keep bailing you out of things. You have the choice, which is more important to you, Rainbow, the wonderbolts or these expenses of yours?" Twilight had grown a foot since her coronation and now stands above Rainbow and her other friends.

"I can't believe you're doing this to me Twilight." Rainbow flew out the door and away but soon returned with a bag full of bits. "Here, take the bits." Rainbow handed over the bits to Romper who happily left and then she turned to Twilight. "I really hate you right now." Rainbow then flew of angrily.

"Rainbow!" Twilight screamed after her friend when somepony touched her shoulder. Twilight jumped in shock and turned to see Celestia. "You scared me to death."

"I'm sorry but for the record, you did the right thing. I heard everything and you showed good judgment even if it meant that Rainbow Dash dislikes you for a time." Celestia smiled. "May I?" Twilight nodded and then the two sat down on her couch. "It's never easy punishing your friends." Celestia said seeing the sad look on her old students face.

"What's going on with Rainbow Dash, she seems so destructive lately. This is the third time this week alone. I'm worried about her, she isn't normally like this. She has always been one to take responsibility for herself. I understood the first time and the second but this is what, the thirteenth time that she has done something. It's like she doesn't care anymore about anypony." Twilight frowned realizing that she hadn't helped. "I only made it worse by getting her out of trouble."

**Thirteen days earlier**

Trixie had been walking toward her job at the rock farm when she tripped on something. She got up from the mud and stared at what she had tripped on. Just behind her lays a dusty old book. "You accursed book, how dare you trip Trixie." Trixie picked up the book and got ready to throw it away from the road when she noticed wording on the cover. "What's this, a spell book?" Trixie wiped off the dust on the book revealing more words on it. "Spell book for the lucky unlucky? What is this gibberish?" Trixie's curiosity growing, opened up the book to the first page. "Unlucky 13." That is the title of the first spell.

"Trixie, get your flank over here and get to work." Trixie jumped and then put the book in her saddlebag and then ran off.

"Trixie will look later." Trixie said as she made her way to her work. She picked up her pick axe and began hammering the rocks. The entire time, all on Trixie's mind was the book. For some reason, the book had consumed her thoughts. By the time noon rolled around, Trixie hadn't gotten anything done but break a few rocks here and there. Her boss had come out to check on her progress.

"Trixie, you're **FIRED**, no more chances, get out." Her boss screamed.

Trixie then ran off and ended up in a mud puddle. She pulled out the book angrily. "You stupid book, this is all your fault." Trixie wanted to throw the book away but she couldn't seem to. She just had too read it and so she opened up to the first page. "Trixie will see why you're so enticing." Trixie skipped past the title having already read it and continued on to the words below. "What is this?" Trixie asked reading it. "Think of one luckier then you and then give away for the next thirteen days your bad luck." Trixie read confused. "That doesn't sound like a spell." Trixie continued on down the page and for some reason could only think of Rainbow Dash. She had become a wonderbolt achieving her dream and to add to it has many friends and one being a princess. As she thought this she read the spell. "Of the one with luck that you ire, switched with yours is what you desire." Trixie read and then a bright flash appeared and disappeared. "What just happened?" Trixie shook her head to clear it. She put the book back in her saddle bag and then continued on her way.

When she arrived home, she found a big bag on the first step. "What is this?" Trixie had asked as she picked up the bag with her magic and then took it inside. When she opened it up, she found more bits then she could count. "Today is Trixie's lucky day and I have a feeling that Rainbow Dash will soon be not so lucky." Trixie smiled spilling the bits on the ground and began to roll around in them. Never had she been so happy, at least not in such a long time. She hadn't been this happy since the day she started her shows.

**A/N: I hope you enjoyed the chapter and please review.**


	2. Chapter 2

**A/N: Warning, some season three spoilers if you haven't seen season three yet. Enjoy.**

**Chapter 2: Prison Break**

Rick Grimes, the leader of the group has finally regained his senses after seeing his dead wife. The Governor dead and Andrea back in the group. The prison is now infested with walkers no thanks to the Governor and his men. It has been for a few months now and the group can't hold out any longer. They need to leave and the know it. Despite all the arguments between them with some saying stay and fight and others saying that's insanity; they all know they can't hold out any longer. The walkers keep getting further into the prison each day. "We don't have a choice, we leave now or we die." Rick got up in Merle's face but Daryl and Glenn stepped between them.

"What makes you think that we can really get out of here alive?" Merle tried to get around his brother and get up in Ricks face but failed.

"Now is not the time you two, we have come to a decision and that's to leave. If you want to stay Merle, then be our guest." Maggie said feeding the baby as Merle backed off. Maggie couldn't help but be scared at seeing the walkers banging at the cell doors and reaching through the bars, who wouldn't be at seeing that? "We need to go if for anything the sake of" Maggie didn't finish her sentence as the bars began to bend from the pressure being put on them by the walkers. "Let's get out of here."

The only way out was up the stairs and out the windows. The windows however are blocked by bars to keep prisoners in. Rick and Merle looked at each other for a second and then nodded. The two ran up the stairs followed by the others and found a window closest to the outside ground. "Carl, crowbar." Rick held out his hand as Carl threw him the crowbar. Rick and Merle then put it between two of the bars and began pulling. The two of them together couldn't get the bars to bend. Daryl then grabbed onto the crowbar as well and began to pull along with them. With the extra strength, the bars began to slowly bend.

"Hurry up you three." Andrea said getting her gun ready with the others. Beads of sweat began to roll down her forehead as the walkers continued to bend the bars to the door. They have to wait for the walkers to break through before they could fire their guns. The last thing they needed right now is to waste ammo and worse, attract even more walkers to them before they could escape. The closer the walkers got, the less time other walkers would have to get to them before they leave and the less ammo the group would waste killing more coming in. "Come on, we don't have time." The bars continued to bend until finally a hole was made, the door collapsed onto the ground and the walkers flooded into the cell. The group began firing off shots doing the best they could to hit each walker in the head as they got closer.

Daryl and the other two finally made a big enough hole in the bars for everyone to get through. Rick ran and with Daryl's help pulled the staircase over to the window and turned it into a ladder. "I'm glad that we actually decided to take down the other side of the staircase." Daryl said lowering the stairs out the window. "Ok let's move it." The women were the first out the window and to the ground. The next down was Hershel and then Carl, and so on until only Daryl, Merle, and Rick were left. Rick went down first with Daryl's insistence. "Come on Merle, let's move." Daryl said climbing out the window and down the staircase ladder.

Once Daryl was down, Merle pushed the staircase away from the window. "Go Daryl, get out of here. I'll hold them off but do me a favor and kill them for me will ya?" Merle turned and stabbed a walker in the face and then picked up the crowbar. "Bring it on you undead freaks."

"Merle, you don't have to do that; Merle!" Daryl yelled up to his brother who backed up against the unbent bars. "I love you."

"I love you too you over emotional...haa." Merle screamed as he busted the head of a walker. "Go now!" Merle said with force.

Daryl was then grabbed by Rick and nodded. "We need to move." Daryl took one last glimpse at his brother and then nodded. The group made their way to their vehicles killing walkers close to them as they went. The group drove off in two separate vehicles.

"Daryl, are you ok?" Carol asked putting a hand on his shoulder. Carol, Daryl, Judith, and Rick got into one car while Hershel, Andrea, Glenn, Maggie, and Carl all got into the bigger of the two vehicles.

"I'm fine, Merle was a jerk anyway." Daryl stared out the window as Rick drove.

"He is still your brother Daryl, no matter what he was like. Besides, don't we owe him some gratitude after what he did even if it wasn't the most helpful thing to do?" Carol stopped talking not wanting to upset Daryl anymore then he already is and put a hand on his shoulder.

"That's all he expects from people you know. He does something that he doesn't have to do and he expects something in return. All he ever did was look out for himself." Daryl continued to stare out the window and watch as walkers went by. For just a second he looked at the prison to see it full of walkers. "He accused me of getting soft but I think he became hardened. He doesn't get a thing from me after what he's done."

"You gave him your love right, you told him that you love him and he returned it." Carol sat back holding Judith in her arms.

"I knew that if I didn't, I would regret it. I'm not sure why but I knew I would. I couldn't bring myself to let him go on a bad note ok." Daryl sighed as they continued. "So Rick, where are we going?"

Rick had no idea what is ahead of them or where they would find a place as well defended as the prison was. He had to try though. "I haven't a clue Daryl but we'll go someplace safe or at least as safe as you can get anymore."

**A/N: I know that Merle is OOC at the end there but I wanted to go for an emotional goodbye between the two brothers. I won't be updating this often all the time; I just had some free time today. My memory of the prison is pretty vague despite the fact that I've seen every episode so far but I did the best I could with it. Please review and thank you.**


	3. Chapter 3

**Chapter 3: No Memory**

Rainbow had woken up the next day and headed straight for wonderbolt training. When she arrived, she noticed Spitfire staring at her with a peeved off look on her face. "What's up with you Spitfire, get up on the wrong side of the bed? Come on, let's get going." Rainbow said getting ready to take off.

"Rainbow Dash, you're not going anywhere." Rainbow turned and stared at Spitfire in confusion. "You're being let go Rainbow Dash. You've become reckless just like Lightning Dust." Spitfire glared at her.

"Hey, I'm nothing like her, I've just had some bad luck for some reason." Rainbow shot back and snorted.

"Just like her Rainbow Dash, it doesn't take bad luck to crash as much as you have. Through a pony's store and destroying property, get out of here Rainbow." Spitfire and the others turned around and flew off but Rainbow followed. "Get out of here Rainbow Dash; you're not a wonderbolt anymore."

Rainbow flew in front of Spitfire and got up in her face and the two argued back and forth for about half an hour before security came and pulled Rainbow away. Rainbow managed to free herself of security and flew back to Spitfire. Rainbow started to say something when her head felt heavy and then she began to fall from the sky. Spitfire, though ticked off with Rainbow flew as fast as she could and caught Rainbow followed by Soarin. "Spitfire, what just happened?"

Spitfire set Rainbow on the ground and tried to wake her up. "Come on Rainbow, wake up." Spitfire continued to try and wake her up but it was no use. "Help me get her to the Princess." Soarin nodded and the two carried Rainbow Dash to Twilight. Spitfire knocked on the door and Twilight answered. "Princess Twilight, Rainbow Dash fainted for no reason, at least no noticeable reason. By the way, she is out of the Wonderbolts, could you keep her away." Twilight simply nodded.

Twilight stared at Rainbow and then nodded. "Go get Nurse Redheart." The two Wonderbolts nodded and took off. Twilight carried Rainbow over to the couch and set her down. "What happened Rainbow?" Twilight sat next to her friend and just stared until Redheart came in. "Nurse Redheart, for some reason Rainbow fainted, could you take a look at her?" Nurse Redheart nodded and took out some medical equipment and began checking on Rainbow. She checked her out for about twenty minutes. "So, do you know what happened?"

"It's odd, she seems perfectly fine. I suppose she could have been exhausted such as not drinking enough water or possibly stress. Her heart did seem a bit overworked but nothing too serious. I think all she needs is some rest and hold on." Nurse Redheart pulled out one more thing and placed it on Rainbow's forehead. "Uh huh, that's the problem. Yeah, whatever magic you used on her, you really shouldn't do that again."

"Whoa, hold on, magic?" Twilight asked in shock of what she had just heard.

"You didn't know?" Twilight shook her head. "Well then keep her with you until she wakes up. If anything seems wrong, let me know." With that said, Nurse Redheart left.

Twilight sighed and then waited for Rainbow to wake up. She would have sent Spike to get the others but Spike is with Rarity at the moment. After two hours and Rainbow woke up. "Rainbow Dash!" Twilight screamed and then grabbed her in a hug.

"Hey, what's up, did the others leave already?" Rainbow asked trying to sit up.

"What are you talking about Rainbow, what others? It's only been Nurse Redheart and I." Twilight looked at Rainbow worriedly.

"What are you talking about Twilight, we just had the sleepover. I" Rainbow Dash was then cut off by Twilight.

"You mean the sleepover fourteen days ago?" Twilight noticed a worried look on Rainbows face as she jumped off the couch and backed up mumbling that it's just a dream. "You don't remember anything the last thirteen days?" Rainbow just continued to look panicked. "Rainbow, you need to tell me everything that you remember. I think someone put a spell on you of some kind."

"Why, why would anyone want to do something to me? What did I do?" Rainbow took in a deep breath and then calmed down. "Who ever is after me will pay for what they did to me, whatever it was that they did." Just then the door behind her opened startling her. Rainbow grabbed the pony behind her and flipped the pony over her shoulder. Her eyes widened when she saw who she had just flipped. "AJ, I'm so sorry."

Applejack's eyes spun around in a circle for a second before she shook her head to clear it. "What the hay did ya do that for Rainbow?" Applejack stood up and stretched.

"I'm so sorry AJ, I'm just a little on edge right now." Rainbow went back to the couch and sat down.

"Applejack, you'll have to excuse her for being a bit paranoid. Long story short, Rainbow had a spell cast on her thirteen days ago. We still don't know how though." Twilight and AJ sat down on the couch next to Rainbow Dash. "We'll figure this out Rainbow."

"Yeah, we'll be right here for you the whole time. Nopony will touch ya if we have anythin to say about it." Applejack and Twilight put a hoof around Rainbow.

"Thanks girls, you're the best." After a bit of thought, Rainbow had a question. "So what happened the last two weeks?"

"Yeah, you kind of caused major destruction around town, specifically the new pony in town. You destroyed his store with your reckless tricks." Rainbow cut off Twilight and stood up.

"I may be wild but I'm not reckless, I would never put anypony in danger or damage property." Rainbow stomped her hoof on the ground angrily.

"We know that sugarcube but that's what happened and after Twilight here helped ya out on multiple occasions, well, she forced ya to give up at least four thousand bits or risk your position in the Wonderbolts. Ya chose to give up the bits. This mornin the wonderbolts kicked ya out for bein to reckless. Twilight explained everything to me about getting kicked out of the Wonderbolts earlier today." AJ said seeing Rainbow with a distraught look on her face. "Sugarcube?"

"That isn't fair; I don't even know what I did. Now I've lost all my money and my title in the wonderbolts." Rainbow tried her hardest to fight back the tears. "Why has my luck left me? I haven't been cocky or anything like that. True, it's not luck that got me here but I would consider myself lucky." Rainbow said trying not to cry wondering what she did.

"The last thirteen days haven't exactly been that way Rainbow. You made Fluttershy cry, you insulted Rarity, you called Pinkie Pie and her parties stupid. I'll talk to them Rainbow, they'll understand. The odd thing about this though is that it didn't take your luck away, it just made you act differently. The unlucky part is that it happened to you." Rainbow dropped onto the ground sadly and frowned. "I'll figure out who did this to you and they'll be punished for it, I promise you."

"Thanks Twilight but I doubt even you can fix my reputation that's been shattered." Rainbow stood up, slowly made her way to the stairs and up them.

Trixie had been so happy the last two weeks; everything had been going her way up until today. Still, she had a good couple weeks. She gained three thousand bits, ponies let her do her shows, she got a new place to live and do her shows, and more. "This has been so great for Trixie." Trixie opened up the book that she found and went to use the same spell as before but found it gone. "That's odd, maybe there is another good spell somewhere in here." Trixie flipped through the pages and nothing came up that sounded interesting. One spell halfway through the book, despite not being worthy to look at by Trixies' standards, was different and so she looked at the title. The title had been worn and smudged making it hard to read. The only letters able to be seen in the title are the letters Re v s al v. Trixie ignored it once she realized that she couldn't read it and continued to look through the book. Trixie soon came to the end of the book. The Spell reads Universal 666. "Odd but it's the most interesting spell here."

Without really thinking about it, Trixie read the spell out loud. "From the depths of Hell they've risen, bring them here and trap us in an eternal prison. They walk the earth and kill with no remorse, only the Alicorn can change their course." Trixie cocked her head in confusion and then shrugged as she threw the book away. "What a bunch of garbage, Trixie" Trixie had been cut short when a bright beam of energy shot into the air and then separated into two. One beam shot back down where she stands and the other shot toward Ponyville. "What the hay?" Trixie looked at the beam closest to her that when it hit ground formed a circle and opened up. Trixie just stood there for a second wondering what is going on but nothing happened. Trixie turned and walked into her home.

Not long after, groans could be heard and then her home started shaking. "What is going on here?" Trixie went over to her door to scream at the ponies that are interrupting her night. She opened it up and then jumped back. A fleshy and bloody pony that smells like death fell into the home. "Get out of Trixies' home." Trixie screamed kicking the ugly pony in the face with her hooves but it didn't budge and then more came into the home. Trixie let out a loud scream and ran to the back of her home and opened up the window just to see another one of those ponies there. Trixie tried to turn and run but the pony grabbed onto her mane and kept her there giving the other ponies time to reach her. Trixie tried to teleport away but one of the ugly ponies bit into her hoof. Trixie screamed again and louder as the ponies climbed onto her and began eating her.

**A/N: I hope you enjoyed and please review, thank you.**


	4. Chapter 4

**Chapter 4: We're PONIES!**

Rick and the group had been driving for hours when they came upon an old mansion. The mansion is five houses long with a brick wall surrounding the property. The gate door is a hard metal unfortunately it's hinges are not. The gate is in good shape but the left door is hanging off its hinges and the right door is completely off. The group drove in through the gate and up to the front. The mansions windows are broken with dead bodies hanging out some of them. Some dead bodies lie on the ground in front of the mansion. The gutters are rusty and parts of them are broken and dripping water. Rick got out of the car and stared up at the building. The balconies are busted and ready to fall off or at least half of them are. Some are only half a balcony. "Rick, is this really the best place to stay?" Glenn asked coming over to him.

"For the moment, what choice do we have?" The two looked out into the distance and found trees in every direction. Glenn nodded and then went back to the other vehicle.

Daryl got out of the car and put a hand on Ricks shoulder. "You think its stable enough, and how will we defend ourselves? It's not like we have any protection here other then what we've got on us."

"We'll go in and take out any walkers in the building and then we'll see what they had for defenses or at least what we can use for defenses." Rick continued to stare at the mansion. "I don't intend for us to stay here for too long anyway." Rick looked into the car and saw his baby girl. "I won't let anyone else die, I" Daryl cut him off.

"Whatever happens, protect your girl and Carl first. Don't worry about us ok, you have to do what's best for them now. We can't afford to let you go crazy like you did when well." Daryl didn't finish his sentence.

"I know Daryl, when Lori died. I'm the leader here and" Daryl cut him off once again.

"You can't afford to lose it Rick. We need you; your kids need you more than anything." Daryl gave Rick a pat on the back resulting in Rick giving off a smile for only a moment.

"I never told anyone this but Carl told me to step down as the leader. Sometimes I wonder if he is right about that. Hershel though one legged, has a clearer head then me most the time anymore. I even think Glenn has a better head on his shoulders than I do." Rick leaned on the car and took another look at his daughter. "I'm not sure what to do honestly. I want to say we make a vote on it but how do we do that when that died a long time ago. Hershel even brought up that I said that it's not a democracy anymore. I guess to vote now would only prove that I'm not fit to be a leader."

Daryl then punched Rick right in the face. "Listen Rick, you lost it after your wife died, we get that. Andrea did the same thing after her sister died. She said screw it remember but she came back to reality. You lost your wife and at the same time you're the leader. All that pressure would make anyone crack. You're coming back though, we're still here, your kids are still here, and you're still here. We need you, no one else is more qualified for this job then you are. We've only made it this far because of you. I bet with Shane, we would have died a long time ago and let me be honest with you. I'm glad you killed him, if you hadn't I may have. He was a creep which is why Merle and I were planning on robbing from the camp, we hate Shane. You're the best for this group Rick, that's all there is to it." Daryl said as a light beam shot down behind the Mansion. "What was that?"

"I have no idea but maybe it's a good sign." Behind them they heard groans, the two turned around to see walkers heading their way. Before Rick had the chance to say anything, everyone was out of the cars and heading into the mansion. Rick and Daryl ran in after them. They shut the door behind them, found an old broken and bloody coat rack and put it in the rings of the door handles. "Here is the plan, we head to the backyard but keep your wits about you. We do not and I repeat DO NOT separate from each other. If there is a problem even if we are already dealing with something, we tell each other, got it?" The group nodded. "Carol, I want you and Judith in the center, we will make a circle around you. If anyone sees a body on the ground as we go, stab it in the head. We don't need a walker getting at us from below and someone losing a leg but let us know; we don't want to walk off without anyone."

The group made their way behind the staircase and turned on their flashlights. There is no light in the mansion. As they made their way toward the back of the mansion, they stopped halfway down a hallway to stab a few potential walkers. As they continued Carl let everyone know that he heard something. The group stopped and listened. Sure enough Carl heard a walker. Soon a walker came around the corner but it is limping more then a normal walker would limp. Its leg had been turned around completely. It is moving at a super slow pace, it could hardly walk. Rick took out his knife and quickly stabbed it once it was within range of them. However they had to move up since the walker blocked the exit of the hallway. "Good call Carl." Rick complimented and then they continued.

The group reached the back and found the door blocked from the outside. Daryl, Rick, and Glenn all pushed to try and get the door open but it wouldn't budge. Next to the door is a single window. "I say we bust the window and climb out." Glenn suggested.

"Is that such a bright idea Glenn, I'm sure walkers will hear that." Andrea said gun and knife at the ready.

"Glenn is right, that's the only way out now." Rick went over and busted the window with the butt of his rifle. He then cleared the glass away in order for everyone to hop through when groaning could be heard behind them. "Move now." Rick said pushing everyone to go. One by one they jumped out the broken window. Rick went too jump out the window but got grabbed from behind. Daryl noticed and aimed his crossbow at the zombie. Rick ducked before Daryl shot and the arrow hit the walker right in the head. Rick pushed the walker off of him and grabbed the arrow stuck in its forehead in the process. He jumped out the window and thanked Daryl for the help as they ran toward the light.

"What is that?" Rick asked staring at the swirling white circle in front of them. It then began to fizzle and shrink. Rick questioned whether or not to go through until he saw an uncountable amount of walkers coming toward them. He turned and saw that a huge chunk of building blocked the door; zombies are coming through the broken window. "Let's go into it." Rick ran forward and jumped through. Everyone else just stared for a second and then followed Rick through.

Once on the other side, Rick tumbled to the ground. "Where am I?" Rick questioned and then noticed some very colorful houses around. Just then the others came through and landed on Rick as the portal disappeared. "I really should have moved." Rick said from beneath everyone. Soon everyone stood up and their eyes widened and mouths agape. "What?" Rick saw the others and then looked at himself. "Why are we ponies?"

**A/N: I hope you enjoyed and please review, thank you. It could be two weeks to a little over a month before I am able to update again. So don't worry, I'm still working on it.**


	5. Chapter 5

**Chapter 5: Michonne**

Michonne found the mansion not long before Rick and the others did. She cleared the entire upstairs of walkers and had been there a day before Rick and the others arrived. She heard a car coming and looked out the window. Turns out that there are two cars there and she knew immediately that it's Rick and the group. Rick had gotten out of the car and immediately stared up at her window. Michonne backed up to keep from being seen. She heard Glenn talking but she couldn't be sure what it is he said. She peeked around the corner and then backed up seeing Rick still staring at the window. The next thing she heard is talking by Daryl and Rick and again she couldn't hear the conversation clearly. Michonne peeked around the corner again and watched. Rick just stared at the car. The two men just talked for a few minutes and then Daryl punched Rick. "What are you doing here?" Michonne asked and then saw walkers coming from the forest.

Michonne had looked around the building for anything that may have been helpful to her other than food. She had only been able to look upstairs before Rick and his group came to the mansion. Now she couldn't check out the downstairs without being seen. She managed to find a silenced pistol. It only has four shots in the clip but that would be enough for what she wants to do. Standing away from the window and aiming out, she fired the first shot out of the gun. The bullet flew and hit a tree as did the next two. "I suck with guns." She tried one more time, aimed carefully and fired off the final shot in the gun. She hit her mark and killed a walker. The others walkers ignored it and kept on walking. "That did not do what I was hoping it would do." All of a sudden a bright beam of light shot down behind the mansion. "That's going to attract some attention."

Michonne ran to the back of the room and hopped out the hole in the wall. She slid down the building and landed on the rubble. Five walkers surrounded her when she reached the ground and then she led them away from the door. She ran into the forest and then turned to attack the five. The first got its head cut off, the second and third got cut in half and the last two lost their arms and then their heads. Michonne ran back to the door and tried to move the rubble out of the way but then she heard the group inside talking. She continued to try and move the rubble but it is too heavy for a single person to move. Inside, the group gave up on pushing the door open and discussed breaking the window.

"Screw it." Michonne ran over to the white portal and jumped through. When she ended up on the other side, she stumbled onto the ground. "Ouch." Michonne shook her head to clear it, then ran off away from the buildings and hid. She poled her head around the corner and noticed the others come through. It was odd though, Rick had been turned into a pony. Michonne reluctantly looked at herself and freaked out a little. A Zebra tapped on her shoulder startling Michonne who jumped and turned around. "Who are you?"

The Zebra looked at Michonne curiously and then nodded. "My name is Zecora." For once she only had one line to say but of course Michonne didn't know that. "You are from a far off place; we should go and clean up your face." Michonne looked at the Zebra oddly but hesitantly followed her.

The two walked for a while and Michonne found herself at an African home in the middle of some forest. "Tell me something, where am I and how did I get here. I know I got here through that portal object but where did it come from?" Michonne asked wondering if this isn't all a dream.

Zecora grabbed a wet towel and then cleaned up Michonne's face. When she finished, she looked at the now bloody towel. "Tell me of how much you are shrill and you were in Ponyville."

"Um, ok. I take it you are asking me how harsh I am and can you not speak in rhymes?" Zecora shook her head. "Ok fine, so as for your question, I can be very shrill as you put it when my life is threatened." She wasn't about to go into anymore detail than that.

"I didn't think that this was mud, what did you kill to get so much blood?" Zecora asked cleaning off Michonne's legs.

"It is more like killed again, it's a long story and that story is still going on." Michonne looked around the building.

"I assume that your world is not well, the portal you came through was brought on by a spell." Zecora answered Michonne's other question. "I would not carry that Katana so freely, or you may end up in trouble with the princess you see." Zecora noticed the look that Michonne gave her.

"I will not hand over my Katana, it doesn't leave my side. Thank you for the help but may I ask you for a favor?" Zecora nodded. "Could I stay here with you and away from the others that came through?"

"You can move in on the double, do those others cause you trouble?" Zecora questioned.

Michonne looked away and then answered. "Let's just say that I'm not on the greatest of terms with them. I'm not there favorite person to be around."

Zecora finished cleaning up Michonne and nodded in understanding. "You have such a pretty coat, mane, and tail of black, is there anything that you will need to unpack."

"No, just me and my katana." Michonne turned around and then Zecora saw her cutie mark.

"I now see why you will not let it go, that katana is your special talent yes or no?" Zecora knew but she didn't want to scare Michonne too much.

Michonne raised an eyebrow and then looked at her flank. There on her rear is a picture of her katana. "Uh, yeah, I'm very skilled with it." Her stomach then growled. "I guess I'm hungry." Zecora then went to grab her new friend something to eat but when she got back, Michonne had fallen asleep. "You sleep well, I fear that you have brought with you demons from hell." Zecora set down the plate of food next to Michonne on the floor.

**A/N: So I am terrible at getting Zecora's speech right. I hope you enjoyed the chapter and please review, thank you. I don't know when the next time I'll update is as I am working on a book right now and I need to get it perfect and so a lot of focus is on that. I will also be gone two weeks in April. **


	6. Chapter 6

**Chapter 6: Introductions**

Rick and the others just stood in silence to look around and take in their surroundings the best they could. After a few minutes and Rick finally spoke to the group. "Ok, everyone, let's see if we can find someone or I suppose I should say somepony as a person probably wouldn't understand us." With the shock wearing off, Maggie pointed out a small detail.

"Rick, you do realize that you, Carl, and Judith all have horns on your head." Rick looked up and indeed found a horn there. Maggie then looked at herself to find wings. "Andrea, Carol, Beth, and I all have wings. Then the rest are just normal ponies." Despite the change in appearance, they could still tell each other apart. Before Rick or anyone could respond, a very pink pony came bouncing over to them and stopped. She gasped and then took off in a flash. "Well that was either odd or really bad." Maggie said wondering if they should be running or not when a purple pony with a horn and wings came flying toward them. The purple pony landed near them and stared for a second before a smile appeared on her face.

"Hello, I'm Princess Twilight Sparkle and you're new in town. My friend Pinkie Pie saw your group and just had to tell me about the new ponies. Let's go to the library and talk shall we?" Twilight asked as she led the group to the library. Once they arrived, Twilight turned around and then noticed Judith on Ricks back. "Oh, that's such an adorable little foal. I take it you're the father but who here is the mother?" When Rick turned his head away, Twilight got the hint. "Oh, I'm terribly sorry. So what are your names?"

"My name is Rick." Rick has a tan coat with a black mane and tail. His holster and gun rest on his rump. "This here is Judith." Judith is red with a brown mane and tail. "Right here is Carl my son and older brother." Carl has a brown coat with a long brown mane and tail.

"I'm Hershel." Hershel walked up with one missing leg and noticed Twilight flinch a little. "It's the missing half of my leg?" Twilight nodded. "It happened a long time ago." Hershel is white with a white tail and mane. "These are my daughters Maggie and Beth." Maggie is brown with a brown mane and tail. Beth is white with a blonde mane and tail.

"I'm Carol." Carol is red with a brown coat and mane.

"I'm Glenn." Glenn is a dark gray with a black tail and mane.

"I'm Daryl." Daryl is tan with a black mane and tail. He carries his crossbow on his rump.

"I'm Andrea." Andrea is a light yellow with a blonde mane and tail. All but Judith, Beth, and Hershel have weapon on them.

"Hello everyone, and if you would so kindly hoof over those things that you're carrying." Twilight said unsure of what the foreign objects are. The group looked between each other except for Rick who nodded and tried to grip his gun but couldn't seem to. Twilight noticed Ricks' difficulty and took it from him with her magic. "I had my suspicions when you were introducing yourselves but since you can't seem to grab these, whatever they are has confirmed it. You and your group are not of our world which if somepony were to tell me that there is other worlds; I would have said they're crazy. In this case however, the evidence is overwhelming." Twilight then took the others weapons. "You may have these back as soon as we figure out how to send you back to your world." All at once the group screamed out the word "**NO!" **"You don't wish to go to your world?" Twilight asked confused.

"Please, you can't send us back. We feel safe here despite being here for only a few moments." Rick said trying not to reveal too much.

Twilight saw that they didn't want to speak of their world but she also doesn't trust them. She knew what she has to do. "Here is the deal I'll make with you. You can tell me everything and be completely honest with me and I'll let you stay either wise I'm sending you back. Normally I have no problem trusting new ponies but seeing as you're not from this world, I can't help but feel anxious around you especially since you came here with those things over there." Twilight pointed behind her at the pile of weapons.

"Ok, we have a deal, just please don't send us back." Twilight nodded and waited for Rick to continue. She would ask about the Cutie Marks later. "Look, where we come from, walkers roam the world." Twilight gave a confused expression. "Zombies, we call them walkers."

Spike then shot up and spoke. "Ha, see I told you Twilight. Zombies exist." Twilight shot an angry glare at Spike.

"Please continue with this story of which I already don't believe." Twilight said tapping her hoof on the ground.

"I know how ridiculous this sounds; it sounded that way to me as well. I was in a coma and when I woke up, the hospital was a mess. I came to a door that said Dead Inside, Don't Open. I thought it was for the safety of those alive. I didn't realize until I made it outside that there wasn't a person at the hospital alive. Everyone there was dead; bodies lie in body bags, hundreds of bodies. When I made it back home, the streets were deserted and I was mistaken for a walker. It was because of my wound that I had. The two people thought I had been bitten or scratched. I didn't get it then, I do now. My group has lost so much, so many people died to the walkers. Our world isn't our world anymore, it's another hell. We struggle to survive everyday, we can't go back." Rick explained some of his story.

"I'm sorry but I can't believe in these walkers as you call them but at the same time, I believe that you are telling me the truth about your struggles. You're all a mess including the young foal. Tell me this though, if these walkers as you call them, why didn't they follow you?" Twilight asked.

"It's because the portal we came through closed and to be honest, we are having a hard time believing this isn't all a dream. We have never been able to stay in one place for any amount of time without the fear of getting killed. We were scared every second that we lived. If this is a dream, we don't want to wake up." Hershel explained for the entire group.

"I can see that you truly fear for your lives and so I will let you stay for the time being. If you can prove yourselves to be helpful and you don't harm anyone, I suppose you can stay permanently." The group let out a sigh of relief. "Pinkie, would you be so kind as to lead them to the nearest hotel." Pinkie nodded and ran to the door. "I will keep these things here in my library as you will have no need for them here."

Glenn was about to argue but Rick shook his head. "Like Hershels' farm Glenn, this isn't our decision. We want to stay here and we won't do a thing to jeopardize that. We need this chance and I won't let anyone ruin this for us, like Shane did. We will be civilized and do as she says." The group nodded but only because they feel safe here. The group then followed the hyper pink pony.

**A/N: I hope you enjoyed and please review, thank you.** **I have run into some writers block with my book and so I decided to update to clear my head. I know that some of the characters are similar in color but I tried to go by what they wear and hair color. I hope it's not to odd.**


	7. Chapter 7

**Chapter 7: Problem at a Pinkie Party**

Pinkie led the group to the hotel, thanks to being an element of harmony and being friends with Twilight; Pinkie was able to convince the hotel owner to let the group stay free for one night. Pinkie led the group up to the second floor. "Ok everypony, room eighteen is for the stallions." Pinkie used the key card and opened up the door to let the guys in. "Ok girls, let's get you all set up in your room, the guys can handle themselves." Pinkie then bounced along down the hallway until she reached room twenty four. "This is your room girls." Pinkie opened up the room and let the girls' in. "By the way, come to Sugarcube Corner at seven." Pinkie hoofed over some directions to Maggie and then made her way back to the boys' room. She knocked on the door and Rick answered. "Here you go, be at Sugarcube corner at seven." Pinkie said and then took off.

Rick stood there for a moment and then turned around with the invite in his mouth. He went over to the bedside table and set the invite down. Rick stood there thinking when Daryl asked what is wrong. Rick turned around and scratched his head with his hoof. "She just used her hoof to give me the invite and I don't mean that she put it on the ground and scooted it toward me. Oh no, she was actually holding it in her hoof when she handed or should I say hoofed it over to me. Is she supposed to be able to do that?"

"Rick, we're in a world of talking ponies not to mention we ourselves are ponies, I can't say that I'm surprised by this." Glenn said walking over to Rick. "We should probably go just to be nice. The girls will probably go to this" Glenn paused and looked over at the invite. "Party she is throwing as a thank you for helping."

"You're right; there is no need to worry about anything anymore. The girls will probably go before we do; it's been a long time since we have had any reason to celebrate. So how long do we have anyway?" Rick asked looking around the room for a clock, something they haven't used in quite some time.

"Maggie, what have you got there?" Beth asked as Maggie set the invite down.

"It's an invite, I think?" Maggie stared at it for a second and then nodded. "It's definitely an invite and to a party no less. I say we go and enjoy ourselves, we deserve it."

"I was beginning to think that parties didn't exist." Carol said as Pinkie popped into the room and startled the group.

"Of course parties exist silly." With that said and Pinkie disappeared.

"How in the world?" The girls asked in unison.

Pinkie had just finished setting up the party when the girls came into the building. "Welcome to the party ponies." Streamers cover the ceiling and banisters and all kinds of sweets litter the tables. There is also a piñata hanging from a support beam. The men came in shortly after the girls. "Welcome to your first Pinkie Party, whoohoo." Pinkie jumped into the air and then Twilight and the others walked in. "Hey girls, you made it."

"There is no way we would miss a Pinkie Party." Applejack ran over and gave her friend a noogie.

"So they are they new ponies that Twilight told us about?" Rarity said pointing to the group in front of them.

"That's them girls and for a little while at least, they will need a place to stay other than in a hotel. So Applejack, would you mind?" Twilight asked.

"All of em Twi? Don't get meh wrong, the apple family is more then happy to help others but that's a lot of ponies." AJ said staring at the ten ponies in front of her.

"Oh no, I'll take in some of the girls while Rainbow Dash takes in our Pegasus friends. I just need you to take in the men, maybe make the barn comfortable. I'll be happy to give you some beds for them even." Twilight smiled and then AJ nodded. "Thank you, now Pinkie, why don't you introduce them to some of your games and" Pinkie left before Twilight finished her sentence. Twilight chuckled and then turned to the others. "Girls, keep an eye on them. I trust Rick enough but I don't want them to hurt anypony. If there is anything suspicious about them at all, you let me know." Her friends nodded and then Pinkie came over.

"Not everypony is here yet, I wonder what happened to Zecora and her new roommate." Pinkie started toward the window but Twilight stopped her. "What's up Twilight?"

"Since when did Zecora get a roommate and why didn't you tell me?" Twilight asked a little frustrated.

"I don't know and I thought I just did." Pinkie giving the typical Pinkie Pie answer when the doors to Sugarcube Corner opened up to reveal Zecora and Michonne. "There they are."

Rick and the group heard this and turned around to see a black pony with a katana hanging off her side. "Michonne, how did you get here?" Rick and the group marched toward her.

"Good to see you too Rick. I don't know about you but I'm not exactly thrilled to be here." Rick didn't get to respond before Twilight stepped in.

"I will ask you nicely, please hand over the Katana." Rarity and the others just raised their eyebrows in confusion. They had no idea what a Katana was or how Twilight knows what it is.

"This Katana doesn't leave my side, not anymore." Michonne stared at Rick and then noticed her weapon being lifted off of her and so she grabbed it in her mouth. However it didn't last long in there once Twilight pulled harder. "Give it back!" Michonne snorted.

Twilight then disappeared and reappeared shortly after. "Your weapons are not needed and will not be accessible to anypony unless I say otherwise or I can find a way to send you back to your own world in which I will gladly give you your weapons back." Michonne wasn't too happy about this and charged Twilight who lifted her into the air and took her outside. "You will do as I say while you are here." Twilight brought Michonne closer to her face. "Have I made myself clear?"

Michonne spit in Twilights face. "I don't take orders; now give me my Katana back."

"You leave me no choice then." Twilight teleported away with Michonne and ended up in the libraries basement. The basement now goes further down into a prison. Twilight threw Michonne into a cell and closed it. "You are now officially a threat and once I find a way to send you back home, I will." Twilight locked the cell door and then teleported away.

**A/N: I hope you enjoyed the chapter and please review, thank you.** **I will be gone for three weeks in which I may or may not be able to update. **


	8. Chapter 8

**Chapter 8: Cutie Marks**

Twilight hadn't gone back to the party but instead went up to the ground floor of the library. Spike had come in shortly after she appeared. Twilight went to work immediately. "Spike, write a letter for me." Spike nodded and then grabbed a quill and some paper.

_Dear Princess Celestia,_

_ I am writing to you for help. It's hard to admit but I'm scared right now and I need your help. I have some ponies here from another world and I'm having problems. They don't wish to return to their home because of zombies or as they call them, walkers. I told them that I don't believe that but it was said to give me time to think. I fear that with the new ponies' arrival here will bring the zombies here. I also worry that some of the new ponies will be dangerous. Please come help me, I need you right now._

_Your good friend_

_Princess Twilight Sparkle _

"Ok Spike, send the letter." Twilight walked over to the window and just stared out it wondering what would happen next. "Is it really possible that zombies are real, could I just be paranoid? Was I wrong to take their things away? No, Princess Celestia says never to second guess yourself. If you're wrong you admit it and move on." Twilight stretched her wings and then shook her body. "I just don't know what to do." Twilight turned back around and walked up to her room. "I'll worry about it tomorrow and hope that I get a response by then."

The next morning Twilight woke up hoping to see a letter by her bed but alas, there isn't one. Twilight worried until she realized that it's possible that Celestia could be readying herself to come to Ponyville. "I suppose that it would be the best option." Twilight got out of bed and went over to Spike. "Spike, get up my number one assistant." Twilight said nudging the dragon trying to wake him. Spike mumbled frustrated groans as he tried to sleep. "Come on, I know it's early but I need you to do something for me."

Spike groaned and lifted his head up to see what Twilight needed. "What is it Twi, it's really early still."

"First off Spike, it's eight and second, I need you to go get our new friends, AJ and the others." Spike got up, stretched and then took off. "Thanks Spike." Twilight chuckled seeing the young dragon stumble down the stairs not quite awake yet. Twilight went downstairs and started making breakfast for herself and Spike when a knock came to the door. "Come in, the doors open." Twilight said loud enough for the pony outside to hear.

"Princess Twilight Sparkle, you needed me?" Celestia said walking into the room.

"Princess Celestia, thank you for coming, you don't know how relieved I am to have you here. I'm eating right now, could you use something to eat?" Twilight asked but Celestia shook her head. "I would like to talk about it right now but Spike should be back soon with the others and our new friends."

"I would very much like to meet them." Just then Spike came into the library with worried ponies behind him. "I take it that these are the ponies you spoke of?" Twilight nodded and they quickly went through introductions. "It's nice to meet each of you but would you mind explaining your cutie marks?" The group looked at each other and shrugged. "I suppose I can help with that." Celestia went over to Rick first. "What does that star mean in your world?"

Rick looked at his rump and smiled. "I'm in or at least was in law enforcement. The star looks like the badge I wear or wore at one time; it let others know who I am. They see the badge and they either run or smile at the sight. That however disappeared a long time ago. It's worthless now."

"So your special talent is being in keeping the law, that's nice to know though I wouldn't say that it's worthless at least not here." Celestia looked at the Judith and Carl, neither of them has a cutie mark yet, Judith for obvious reasons. The next she looked to is Daryl who has a crossbow on his flank. "What about you Daryl?"

"I'm good with a crossbow, that's really all there is to say." Daryl said a little disturbed by this.

"I see and you Maggie, you have a horse?" Maggie scratched the back of her neck and smiled sheepishly.

"This is going to sound really odd but I would like to point out now that where we come from, we had two legs not four. I used to ride horses, I am or was an expert equestrian." Maggie smiled and then blurted out. "Next."

Celestia turned to Andrea. "I see you have a scroll, were you a writer?"

"Not exactly, I was a Civil rights attorney before the apocalypse happened." Celestia gave her an odd look when she said apocalypse but quickly went to the next pony.

"What about you Glenn, you have food, rope and other things with a map behind them?" Celestia at first glance would have expected him to be an explorer.

"Since the uh, walkers came to be, I've been the scavenger. I look for supplies and I know how to get around places pretty quickly." Celestia nodded unsure of what to say and then turned to Hershel.

"I see you have a medical sign, you work at a hospital?" Celestia asked.

"I am a veterinarian, so yes." Celestia smiled at that and so did Rarity as she walked into the room with her friends.

"What about you Carol, you have a cross with a heart on it?" Celestia asked almost a little worried about it but didn't show it.

"I like to think that there is hope, I suppose I would like to give others hope for something better. I guess you can say that god gave me hope and I want to share it at least I used to. I" Carol sat down and turned away.

"I'm sorry; I didn't mean to upset you?" Celestia apologized and just got a smile and a shrug from Carol. "What about you Beth? I see you have a musical note?"

"I do a little singing; it helps the group calm down when we're rowdy." Beth left it at that.

"I see, well I'll let Princess Twilight talk to you about what it is she wanted to talk to you about." Celestia walked away leaving the groups along.

"Maggie, Andrea, Carol, and Beth, I have a place for you four. Rainbow Dash, I want you to teach them how to clear clouds. They will take your place there until further notice." Rainbow saluted Twilight and led the four away. "Daryl and Glenn, until further notice, you two will work with my friend Applejack at her farm."

"Come on ya'll, we've got a lot of work to do." AJ led the two away.

"Hershel, I want you to go to the hospital and help out around there. I've already let the doctors know about you but for the sake of argument, Fluttershy, would you take him there." Fluttershy nodded and led Hershel away. 'I got lucky with him.' Twilight whispered. "Now for you three, Carl, I want you to take care of your sister." Carl was about to protest when Rick glared at him and he shut his mouth reluctantly. "Rick, I want you to go down into the basement and watch Michonne. All you have to do is bring her food, water and make sure she doesn't get out."

Rick in no way thought that would be a good idea but arguing would just make things worse for him and the others if things weren't bad already. Twilight led Rick downstairs into the prison and then left. "So, you're here to keep an eye on me?" Rick didn't say anything. "Fine, ignore me but one way or another; I'm going to get out of here." Michonne sat down and folded her hooves.

**A/N: I wasn't sure what cutie marks to give to some of the characters but I tried to make them fit. I hope you enjoyed and please review, thank you.**


	9. Chapter 9

**Chapter 9: Cute Curiosity**

Applebloom and the other crusaders had just finished up their crusading for the day and headed toward the barn. "So what's the plan for tomorrow Applebloom?" Sweetie Belle asked.

"Aw shoot, ah don't know. Do you have any ideas Scootaloo?" Applebloom kicked up some dirt.

"We could always go visit Zecora and, nevermind. There is always Trixie; she could always give us an idea." The three stopped walking and then broke out laughing. "Oh man, what am I thinking?"

"Yeah, no kiddin Scoots, that is a" Applebloom stopped laughing and smiled. "Not a bad idea actually." The other two stopped laughing and looked at Applebloom puzzled. "Think about it, she is a showmare and who knows, one of us may have a special talent for that type of thing. Ah know that the whole talent show didn't go as planned but that's different from what Trixie does."

"So let's say we do this, why would miss great and powerful even bother to talk to us?" Sweetie wondered.

"I say we give it a try anyway. What's the worst she could say; get away from me?" Scootaloo asked. The three thought about it for a moment and then nodded. "Tomorrow we go to see Trixie." In unison the three shouted. "**CUTIE MARK CRUSADERS SHOWMARES!" **Soon the group arrived at the barn.

The three filly's stomachs growled. "So who else is hungry?" Sweetie grabbed onto her stomach and smiled sheepishly. "Let's go get something to eat." The three ran off toward the apple home when they noticed two stallions helping out on the farm. The three fillies ran over to say hi.

"You two are surprisinly good at apple buckin." Applejack said as she saw three filly's running toward her and the new ponies. "Hey you three, ya already done crusadin?"

"Yeah sis, who are the new stallions?" Applebloom asked and then saw the two stallion tip their hats and continued with their work.

"Don't ya mind them any Applebloom or any of ya fer that matter. Now run on inside, Granny Smith lunch ready fer ya." Applejack then turned around and grabbed an empty bucket for more apples.

The crusaders ran into the home and sitting on the table are six sandwiches. "Ah am starvin." Applebloom and the others sat down and started stuffing their mouths. "Ey Ganny Smit."

"What have I told ya about talkin with yer mouth full?" Granny Smith asked.

Applebloom quickly swallowed and then spoke. "Sorry Granny but what's with the new ponies?" Granny then gave them the same answer Applejack did.

"Forget it Applebloom, let's go see Rainbow Dash after this." Scootaloo then stuffed more sandwich in her mouth.

"Do you even know where Rainbow Dash is Scootaloo; oh there she is with more new ponies?" Sweetie pointed up in the sky toward the new ponies. Rainbow Dash then soared down to the three fillies. "Hey Rainbow, who are the new ponies?" Sweetie asked.

"They're not important to you, that's all you need to know. Why don't you three go to Surgarcube Corner, I'm busy right now but we can talk later." With that said and Rainbow flew back up into the sky.

"Oh come on!" Sweetie said kicking some dirt into the air when Rarity walked by.

"Sweetie Belle, how many times have I told you, it's one thing to do your crusading and getting dirty doing so but you don't just get dirty for no reason. Not to mention kicking the dust and dirt into the air. You also lose your composure, which you still need to work on little sis." Sweetie just grumbled in annoyance. "Ok what's wrong?"

"You telling me that for one but the biggest disappointment is everypony is keeping us in the dark about the new ponies. What's the deal with them?" Sweetie said irritably.

"That is none of your concern little sister." Rarity said flipping her mane back and out of her face.

"Not you too Rarity, why won't anyone tell us? Are they dangerous?" Sweetie asked.

"That is unknown but we don't think so." Rarity replied.

"Well then why won't anypony tell us what's going on?" Scootaloo asked just as frustrated now.

"I will not be the reason for you three getting hurt if they are dangerous. To say anything would just" Rarity was then cut off by Twilight. The crusaders bowed making Twilight chuckle.

"Now now, no need for that. Now as far as telling you three about these new ponies, I can only suppose that not telling you will make you want to visit them even more. Rarity, would you be so kind as to come with me please." Rarity nodded and followed along with the crusaders. "I suspected that you three would be interested in the new ponies. I will tell you on one condition, you must not and I repeat must not go and talk with them until I give you the go ahead. Is that clear?" Twilight asked sweetly and the three filly's simply nodded. "The new ponies are not of our world. They brought weapons of some that are recognizable and others which are foreign to us. I am still trying to decide if they are dangerous or not. If they" Twilight was cut off by Rainbow Dash who was screaming at Andrea from the sounds of it. "Hold on."

"Get back here Andrea, you don't get to leave like that and how the hay are you so fast?" Rainbow Dash asked starting to catch up with Andrea when she turned sharply forcing Rainbow to slow down and turn.

"Hey, I've lived in a world where that's all I do is run, how do you think?" Andrea said heading for the library door. Andrea wasn't sure how to open it and so she rammed it with her body and knocked it down. A cry was then heard from the side and an irritated Carl stood there angrily. "Sorry Carl."

"I just got her to sleep, why would you ram the door anyway?" Carl said trying to calm down Judith as Rainbow came in. Andrea quickly headed up the stairs.

At the top of the stairs stands Twilight. "Who do you think you are barging into my home and then coming into my room?"

"Look, I just want my gun back ok." Andrea said breathing heavily as Rainbow came up and grabbed Andrea from behind. "Let me go."

"No way, your coming back to work." Just then Twilight waved Rainbow away. "But, fine but for the record I tried."

"I know Rainbow, I'll deal with her. You go keep an eye on the others." Rainbow Dash let out a sigh and left. Twilight watched as she left and then turned her attention to Andrea. "First off, I will not have you causing problems or I will put you in with Michonne. Secondly, there is no reason for you to have it and so you don't get it back." Twilight calmly said not willing to let herself lose her cool.

"I understand that and if it were just another gun, I wouldn't worry about it but that gun was a gift. It's a gift from someone that I no longer have with me; it's all I have left of him. Please, my father gave me that gun. You can understand that right. That gun is all I have left of my father, please." Andrea begged which isn't something that she would normally do.

Twilight stared at Andrea and thought. After a few minutes, Twilight nodded and then let Andrea get her gun. "Word of warning, don't you make me regret giving this to you." Twilight let out a sigh and then continued. "Now you can have it back but you must leave it where you sleep. It isn't to be brought with you anywhere, do you understand?" Andrea went over and picked up her gun.

"Yes, and thank you for your understanding, this gun means the world to me." With that said, Andrea left with a huge smile on her face.

"You had better not make me regret my decision." Twilight said to herself as she watched Andrea walk off.

"That was the right thing to do but that doesn't mean you can't keep an eye on her." Celestia said from behind. Twilight nodded and left to fill in her friends of what is going on.

**A/N: I hope you enjoyed the chapter and please review, thank you.**


	10. Chapter 10

**Chapter 10: Scootaloo**

Scootaloo woke up early the next morning, she tossed and turned in an attempt to fall back asleep. After an hour, she gave up and looked at the time. It's now three forty-five. Scootaloo let out a frustrated sigh and fell back onto her bed. "What to do this early when you can't sleep?" Scootaloo finally stopped trying to fall asleep and looked out the window. Rainbow Dash quickly flew by the window startling the little filly. "Rainbow Dash!" Scootaloo screamed out to get her honorary big sisters attention but Rainbow didn't hear her. "All well, may as well go to Trixies' now, I can't really sleep." Scootaloo grabbed a jacket knowing that it would be raining all day.

Scootaloo made her over to Appleblooms' first and threw a tiny rock at her window. Applebloom opened the window to her bedroom and poked her head out. "Scootaloo, what the hay are ya doin here so early?"

"I couldn't sleep, so you want to head out to Trixies now?" Scootaloo gave off a cheesy smile. Applebloom stared at her like she's crazy. "Fine, I'll just go by myself then."

"Are you insane Scootaloo, just go home and rest." With that said, Applebloom closed the window and went back to bed.

"But I can't sleep." Scootaloo turned around and headed towards Trixies'. "I can go by myself and I'm not insane." She got on her scooter and took off as fast as she could so that she could get to Trixies and back as soon as possible. It had started raining; luckily Scootaloo had remembered her jacket. She had traveled for twenty minutes before finding Trixies home. Scootaloo came to a stop and hopped off her scooter.

"Trixie?" She yelled quietly but loud enough for somepony to hear. When she came around to the front, she found the windows broken. "Trixie, are you ok?" Scootaloo made her way up to the door that had been broken and hanging on by only a hinge. Slowly she made her way to the first step and looked inside. The place is trashed; it looked like a twister hit the trailer. "Maybe I have the wrong place and besides, Trixie never had this nice of stuff before. At least it was nice at one time."

Scootaloo looked down and noticed a blue hat with stars on it covered in blood. She began to freak out and took a step back but missed the step and fell onto her back. "Ouch." Scootaloo rubbed her back and then noticed the hat move toward her. "What the hay?" She backed up a bit and the hat moved closer. The rain began pouring down and thunder clapped and lightning flashed. "Trixie, you ok?" Scootaloo asked moving slightly closer to the hat. She hadn't noticed but she had started shaking. Once Scootaloo got within a foot of the hat a zombie version of Trixie jumped up and grabbed onto Scootaloo.

Scootaloo freaked out and felt a sharp pain in her leg. "Let me go." Scootaloo kicked zombie Trixie in the head making her let go. Scootaloo stood up, her leg in pain from the bit; she tried to run. Tears formed in her eyes as she limped away. She made it to her scooter and hopped on. Blood slowly came from her wound. It took twenty minutes on her scooter to return to Ponyville.

Above Ponyville on a cloud sleeps Andrea who woke to the sounds of groans. Andrea peeked over the side of the cloud tiredly and saw an orange and purple maned pony riding a scooter and being chased by walkers. For a moment, she panicked before she grabbed her gun with her teeth. Andrea set down the gun and then worked on picking it up and to her surprise; she picked it up with her hoof. "So now how do I fire?" Andrea tried pulling the trigger as if she had fingers and then to her surprise, the gun fired. "Wow, this is really odd." Andrea quickly focused on the pony walkers below. She fired at each pony walker hitting each one in the head. She had just shot the last one when Rainbow Dash tackled her.

Down below Twilight, Rick and everypony else came out to see what the ruckus was. Twilight was then bumped into by Scootaloo. "What in the world of Equestria is going on here?" Twilight asked and then saw blood coming from Scootaloo's hoof. "Scootaloo, what happened?"

Scootaloo looked up with teary eyes. "Trixie bit me." Rick immediately backed up as well as Carl and the others. Then Rainbow came down with Andrea in her grasp.

"Rainbow, what's going on and why is the weather making such odd noises?" Twilight asked.

"It wasn't the weather; she killed innocent ponies with that thing you gave back to her." Andrea then pushed Rainbow Dash off of her and scowled.

"You really think those things were ponies, then go to the next one you see and try talking to it." Andrea then noticed Scootaloo and the bite on her hoof. "How long has that bite been there?"

"I don't know, fifteen, twenty minutes." Scootaloo said in pain.

"Then I'm sorry." Scootaloo looked up at Andrea who pointed the gun at her. Andrea pulled the trigger just as Rick tackled her. The bullet missed its target and landed at the young filly's' hoof.

"What are you doing, don't be Shane." Rick grabbed the gun with his teeth and threw it away from her while Twilight and the others went to comfort Scootaloo.

"You know this has to happen Rick. Shane was right to do what he did at Hershel's farm. If we don't do something this world will die." Andrea argued pushing Rick off of her.

"That's not your call Andrea, don't make me have to kill you like I did Shane." Rick blocked Andrea from reaching her gun.

"You know what Rick, Shane was right, you can't protect people. Too many people die under your leadership." Andrea kicked Rick off and grabbed her gun and then flew into the air. Rick tried to stop her but he has no experience with using magic. "I'm doing this for the good of everyone Rick." Andrea flew above and then shot Scootaloo right in the head. Scootaloo's blood splattered all over Twilight and Rainbow Dash who are the closest to her.

"Andrea!" Rick yelled trying to get his magic to work but honestly had no idea how to.

Twilight let go of the filly while Rainbow held her close. The two mares stood there in shock at what had just happened. Twilight came back from her shocked state sooner then Rainbow Dash and glared at Andrea, then Rick, and then Andrea again. Twilight then used her magic and drug Andrea down to the ground and ripped the gun from Andrea's hooves. She then smashed the gun on the ground as hard as she could and broke it. "How dare you, go away." Twilight whispered the last two words and then spoke again when Andrea began cursing at her. "GO AWAY, ALL OF YOU! YOU ARE ALL GOING BACK TO YOUR WORLD, I'LL MAKE SURE OF IT!" Twilight then went over to Rainbow and hugged her tightly along with Scootaloo's limp body.

**A/N: Sad chapter, I hope you enjoyed and please review, thank you.**


	11. Chapter 11

**Chapter 11: The Funeral**

Later that morning, Twilight had already gotten everything ready for Scootaloo's funeral. A few tents cover the funeral area so that nopony would get drenched during the funeral. All that was left to do is tell her friends which would be the most difficult thing she would have to do. She called Applejack and Rarity and told them to send Sweetie Belle and Apple Bloom to meet her at Sugarcube Corner. She waited for twenty minutes before the two fillies walked in. "Hello girls, come sit."

"Did we do something wrong Twilight?" Sweetie asked a little nervous about the two being asked for specifically.

"No girls, you didn't do anything wrong but there is a problem. It's about Scootaloo and it's not good." Sweetie and Apple Bloom became even more nervous then they already were. Twilight looked away for a moment toward the direction of the funeral and then let out a sigh. "Scootaloo…she" Twilight gave up and just came out with it. "Scootaloo died last night, I'm sorry."

Tears formed in the two fillies eyes and before they cried, Twilight grabbed them into a big hug. "How, why, Scoot." Apple Bloom tried to spit out a sentence but couldn't find the words.

Rick came into the building but then turned to leave when Twilight spoke up. "Don't move Rick." Rick stopped and just waited for Twilight. After a few moments of hugging the two crying fillies, Twilight stood up and looked in Rick's direction. "Follow me; this isn't the place to talk." Rick nodded in agreement and left as Carol walked past. "Meet me at the library Rick; I'll be there in a moment." Rick complied and walked off. Twilight stood there next to the doorway and listened.

"Hello girls, my name is Carol. I see you found out about your friend. I'm so sorry that this happened but if it makes you feel any better, I lost my daughter. I would say she is around your age but then again I really can't say for sure." Carol said with as much of a smile as she could.

Sweetie wiped the tears from her eyes and looked up at Carol. "How long does it take for the hurt to go away?"

The one question that the filly would ask and it had to be that one; she didn't have much choice here though. "The pain doesn't go away girls, it just softens. It helps to know that you will see them again after, when it's your time to go. I wish the pain would go but it doesn't. Do yourselves a favor though and don't ever forget your friend. Keep pictures around to help you remember the good times that you had. Just remember that you will see her again, it's a gift that god has given us. I bet she'll be doing whatever you decide to do. I hear that the three of you never do things apart and her death won't be an exception. I can bet that if you two go searching out some giant, she'll be there right by your side going along for the ride. True that you may not see her but you'll feel her there. I can say that because there are those special times that I can feel my daughter." Carol smiled and then gave the two a hug.

"Thank you Carol, that helps but we still miss her so much." Apple Bloom hugged Carol tighter.

"You will, I still miss my daughter. It will become easier though, really it will." Carol then hugged the two fillies tighter.

Twilight smiled at the sight and then left to go talk with Rick. She arrived at the library and found Rick holding onto his daughter. Twilight let out a sigh and then walked over to him. "Rick, I'm not even sure what to say to you."

"I know what she did was wrong and it wasn't her call to make. I also know that you'll be angry with me when I say that she wasn't completely wrong. She said that if we don't do something, this world will die. Andrea is right about that and we don't want to see that happen. I know that you want us gone and you have every right to send us back but let us help you take care of this before it becomes an epidemic that you can't control. You have no reasons to trust us even more now then before but I ask you to help us help you. Give us our weapons and we will stop this or at least keep the walkers at bay." Rick asked as calm as possible and could tell that Twilight was thinking hard about it.

Without warning, Twilight teleported away and came back with the groups arsenal of weapons. "Truth is Rick; I can't in good conscience send you and your whole group back to your world. Something you and Andrea said last night kept my promise to send Andrea back and almost makes me want to send you back with her. '_What are you doing, don't be Shane_' I have no idea who that is but if she acted anything like Shane, then I want her gone. Then there is what she said afterward. '_You know this has to happen Rick_.' I could see that you agreed with her. That alone made me want to send you back with her and then what you said next changed my mind. '_That's not your call Andrea; don't make me have to kill you like I did Shane._' Despite what you believed you should do you fought to make sure you didn't overstep your boundaries. You are what your Cutie Mark says Rick, you obey the law even if it is for the sake of your own safety. That got me thinking but even so regardless the reason, you tried to keep her safe. Tell me something though, before I make a final decision on what to do. Tell me about this Shane you two spoke of."

"Shane was my best friend but when the apocalypse started, he became less of one. I got separated from my wife, she thought I was dead because Shane thought I was and he was the last one with me. I had been shot and ended up in the hospital. I woke up to all of it and had no clue what was going on. Anyway, Shane became dangerous. He didn't have any feeling left. He didn't think that I could protect anyone especially my family. He tried to kill me a time or two. The last time that I was with him, he pointed a gun at me. I was able to get close to him and then stabbed him in the heart. We would have lost more then we had if Shane had won that little fight. If anyone got separated, got stuck somewhere and needed help. They were as good as dead, they weren't worth saving. It would have been worth it had been my wife though or my son. He would have gone in a heartbeat. Truth is; he didn't care about anyone's feelings except his own. My group tells me that we only made it this far because of me." Rick stopped talking and let Twilight make her decision.

Twilight thought about it and then nodded. "He sounds like, to put it nicely, a real donkey." The two chuckled.

"That is definitely putting it nicely which he doesn't deserve." Rick said while chuckling. A guard then came into the room.

"Princess, the funeral is ready." Twilight thanked the guard and then told Rick to follow. The two made their way to the cemetery followed by the guard. Twilight walked up to the podium and took in a deep breath. In the front sits both Celestia and Luna as well as friends and so on.

"This isn't something that I thought I would be doing so soon. I didn't know Scootaloo as well as her friends know her but I know that she could ride her scooter like no pony I know. She could even get her two best friends on and zoom. She had a lot going for her but before I say too much, Sweetie Belle and Apple Bloom, why don't you two come up first, then Rainbow Dash and then who ever wants to come say something afterwards." With that said Twilight stepped away from the podium and let Sweetie and Apple Bloom step up.

"Thank you Princess Twilight." Sweetie said with tears rolling down her cheeks. "Apple Bloom and I have been with Scootaloo for a long time now. She was and still is a fellow Cutie Mark Crusader. She always had the craziest ideas but we loved them even if we did get in trouble for some of them."

Apple Bloom then spoke. "We have a nickname for her, Scoots. When there was any kind of team event goin on, she would either have Rainbow Dash on her team or she wouldn't do the event at all with some exceptions."

Sweetie then took over again. "Thanks to Carol, this is slightly easier to get through; you may want to talk with her Rainbow Dash." Sweetie noticed Rainbow with tears running down her cheeks. The two crusaders went on for another twenty minutes before they stepped down and let Rainbow go up.

"I'm not one to cry but this is one of those times that, I can feel comfortable with it. I took Scootaloo under my wing; it was just like having a sister." Rainbow grabbed some Kleenex and wiped her puffy red eyes and then blew her nose. "As far as I'm concerned, she is my sister and losing her after just getting her as a sister, it hurts. To think that I finally got a sister and I lost her. She wanted so much to be just like me and I was more then happy to show her all my tricks. She would say that I made her the luckiest pony alive but truth is; it's just the opposite. We had so many things planned out once I became a wonderbolt. I would show her where I would train and when I had free time, I would train her myself. Training her was a surprise. At least now I can tell her. I swear Scootaloo; I will never find anypony as good as you for a sister if I even bother to look. Scoots, your picture is all over my room now, I…I…I love you so much. The one regret I have is not helping you get your Cutie Mark sooner. Though I'm sure that it would have been in dancing even if you weren't one for that type of thing. You are really good at it and I'll miss you forever sis. If I ever get a statue of myself, you'll be right there by me and I'll make sure that you stand out above me; I love you Scoots and I'll miss you forever." Rainbow Dash then stepped down slowly.

Ten more ponies went up and said something. The funeral took two and a half hours to get through. Then Twilight, Celestia, and Luna all helped to bury Scootaloo.

**A/N: This is an ever so sad chapter. I hope you enjoyed and please review, thank you. Such a sad chapter. **


	12. Chapter 12

**Chapter 12: The Book**

After burying Scootaloo, Twilight pulled Luna and Celestia over to speak with the two of them. "Princess Luna, Princess Celelstia, do you know of a way to create a portal to other worlds, possibly other dimensions?" Twilight looked over to Scootaloo's grave and then back at Celestia and Luna.

Celestia and Luna looked at each other and nodded. "I shall explain sister; you go and comfort our subjects." Celestia nodded and walked off. "Princess Twilight Sparkle, let us talk in private. Shall we speak in the library?" Twilight nodded and the two quickly flew off to the library. Once they arrived, they went up stairs into Twilights room and then sat down on the bed. "Twilight, when I was guarding the night thirteen weeks ago. I felt an odd energy signature and when I asked my sister, she hadn't known what it was that I spoke of. I took it as some new unicorn using his or her magic carelessly. It's also possible that a baby unicorn used magic for the first time. It was after all a weak feeling but never the less a feeling."

"This doesn't make any sense though Princess Luna. What does thirteen weeks ago have to do with the strange portal that they came through?" Twilight asked confused and wondered why her questioned had been ignored.

Luna stared out the window in the direction of Trixie and her home. "It's simple, that odd signature I felt, I hadn't realized until after hearing about these new ponies arrival, that it was the book." Twilight cocked her head though Luna couldn't see her doing so. "All the spells, incantations and so on in this book are temporary but some have permanent effects. My sister and I know of only one book that can create a portal like the one that brought those ponies here. It's a book of evil no matter which way you look at it. It uses ponies." Twilight stopped Luna right there.

"Hold on a minute, you're acting as if this book has a brain and" Luna cut Twilight off.

"Yes I am, because it does. This book has two things that it never changes, title and two spells. This book is found for the ponies who feel that they are unlucky. The book has three levels of spells. Foal, Filly, Stallion, they are the three levels of magic. The foal spells give off a weak energy signature and then uses that energy to trick Princesses into believing exactly what I believed thirteen weeks ago. The second and third signatures would give the book away but only the third gives away its position. The problem is that since it was a foal level that had been used first, that's the signature it will continue to give." Luna looked over to Twilight who began speaking.

"I don't understand; why didn't I feel anything then, I could have stopped this whole thing from happening?" Twilight worried as she spoke but also became frustrated. If she had felt something, she would have done something to figure out what it was. She could have avoided this whole thing.

"Firstly you did feel something Twilight, it just wasn't recognizable. It was only a small surge as I said and for a new Princess, even for you, it is nearly impossible for you to know that something was felt. Now if a Filly strength spell would have been used, you would have known. Secondly, you wouldn't be able to stop it. The book is only visible to the one who uses it until that pony dies. When we had found out about the portal, we worried until you said that it disappeared after these new ponies came through. This spell had only ever been used once in ancient times. The caster died shortly after said pony cast the spell, that's when the book appeared. The spell to reverse the evil was cast almost immediately; the book was thrown into a fire. The book was thought to be destroyed but now we realize that it wasn't truly destroyed." Luna looked back out the window.

"Let's find the book and reverse the spell or do something." Twilight wasn't sure what to think and what's worse is that she now realizes Rainbows pain. She couldn't help but feel guilty about making her friend pay for the mistakes she made while under the spell of an evil book.

"If the caster is dead, we will be able to find the book and reverse the spell. It's an easy enough spell to cast even for the weakest of Alicorns." Luna turned back to Twilight with a smile, then out the window and back to Twilight. "My sister and I should be able to find the book."

"Wait a minute, why do you say Alicorn, Princess Luna?" Twilight wondered.

"It is only an Alicorn that can cast the spell, I guess you can say that it's a hopeful fail safe for the book. If all the Alicorns die before reading or finishing the spell, it can't be reversed and Equestria will be forever doomed. The book will grow in strength the longer this spell goes on. If this goes on for to long, the book will start to use its own spells on the world. This is only known to us because of the warning it gives on the first page of the book. It too though, is only visible to Alicorns. We must find this book quickly and dispose of it once and for all." Luna began walking out of the room.

"How, you said that it was once thrown into a fire and that didn't destroy it? Surely if there had been a known way before, it wouldn't have been thrown into the fire." Twilight asked walking away with Luna.

"I'm unsure but we must find a way. If we can't, we must lock up the book in high security. So long as the caster of the reversal spell doesn't use it or die, it will be invisible too all but the caster. My sister and I have a place for it in the castle but you must cast the spell so that it will not tempt my sister and don't worry, it can't tempt you so many miles away from it. There is also one more thing, it corrupted me before Nightmare Moon. It is because of the book that my jealousy turned me into Nightmare Moon. Now no more talk, we must find the book." Twilight nodded and ran off with Luna.

**A/N: I hope you enjoyed and please review, thank you.**


	13. Chapter 13

**Chapter 13: Another Dead**

Twilight met up with Rick after her talk with Princess Luna and in a hurry. Rick and his group, except for Andrea who is beyond furious for the reason that her special gun had been destroyed, are ready to go. Everypony knows that the only one to blame for that is Andrea but she isn't going to accept that. In her mind she did the right thing and she knows Rick and the others agree. It's hardly fair for them to be angry with her for protecting her group and the residents at least in her mind.

Twilight is still ticked off with Andrea and refused to recognize her if only for the fact that she is in a hurry and has more important things to worry about. "Rick, get your group together except for Andrea." Two guards stepped out from behind Twilight. "Put her in with Michonne, actually, put her where the two can't communicate with each other." The guards nodded and left to arrest Andrea. Twilight then turned to Luna. "Princess Luna, I noticed you staring in the direction of Trixies' home, why is that?"

"Princess Twilight, that energy surge that I spoke of, it came from that direction. I had no idea that that is where Trixie lived. I'm sure that she is dead now or undead as it were. Sadly that is all the better for Equesrtia. Twilight, we must hurry and find the book before this goes further than it already has. My sister has already sent Cadance off to find the book. Let's hope that it stays put." Luna noticed confused looks on Rick and his groups' faces.

"What do you mean by a book? How does a book cause this?" Glenn asked stepping closer to Luna and Twilight.

"There is no time to explain, let us hurry to find Cadance and hope that she can acquire the book." Luna turned to Twilight, the two of them nodding. "You're in charge Twilight seeing as not all of them can fly, I" Luna stopped mid sentence seeing a bright pink dust cloud. "I must hurry." Luna took off in a hurry.

Ricks group watched as Luna flew off and then turned back to Twilight. "Let's get going then." Daryl turned around ready to go.

Twilight flew over to him and blocked his path confusing Daryl. "No, not yet Daryl though I appreciate that your so willing." Twilight then turned her head around and noticed her friends running over to them. "Girls, Ricks group, whoever finds this book returns the book to either me or Princess Celestia or Princess Luna. We are the only ones that can reverse the spell. Everyone stick together, we don't need anyone getting separated." Twilight heard whispering which sounded sarcastic coming from Maggie. "You have something to say Maggie?"

"It's just that you sound just like Rick is all, it's a good thing." Twilight nodded allowing Maggie to exhale as she had been holding her breath. She really didn't want to make that Princess angry.

Twilight looked at the group and nodded concocting more of the plan in her head. "Everyone go with your respective leaders. Pegasus's go with Rainbow Dash and so on. We will stay in small groups but each group stay close to each other. We don't want to get caught in large groups of them. If we are and there is no room to move, somepony will end up dead. We don't want to be separated either, so stay within sight." Twilight finished and then Rick decided to add a few things hoping that Twilight would be ok with it.

"That means don't go chasing after noises or shadows. We have less ammo here then we did in our world." Rick turned to Hershel and smiled. "Take care of Judith for me?" Hershel happily accepted the responsibility. "Thank you Hershel." Rick turned back to the others and was about to speak when a blue and black speck could be seen coming toward them.

"Princess Luna!" Twilight and her friends all said in unison.

Luna flew off as fast as she could toward the light. "Hold on my dear niece, I'm coming." Luna picked up speed flying toward the Everfree forest. The rain continued to pour down making her wings heavy. Without thinking, Luna put up a shield to block the rain. As she reached the Everfree Forest, another pink dust cloud shot up into the air. The rain pushed the cloud down. Soon it was no longer dust but mud that shot into the air. The rain had made the dirt very muddy. Luna picked up speed making her way to Cadance. Soon enough, Luna reached the area above her niece as mud flew up and hit her in the face. Down below just outside the forest, Cadance used all her magic to fight off the walker ponies. Luna then noticed a walker pony behind Cadance.

Luna had just gotten ready to use her magic against the zombie when mud splashed into her face blinding her. "Why doesn't she fly away?" Luna wondered as she wiped the mud away. Luna cleared the mud from her eyes just enough to see Cadance try to take flight but fell. "Her wing, it's been sprained." Luna took aim again but it was too late, a walker pony bit into Cadance's leg. Luna shot it off but another and another tackled Cadance and began eating her. Luna froze and hovered above the forest. She couldn't find the strength to move as Cadance got eaten. Her blood flowed from her body with the help of the pouring rain. Luna finally shook her head clear and flew away. She could only wonder where her sister could be. Did Celestia already die? Had she left thinking it was safe?

Luna quickly made her way back to the others. When she returned, she collapsed onto the ground. "Cadance, she, it's my fault."

"Princess Luna, what happened? Twilight asked worriedly.

"I wasn't fast enough, Princess Cadance is gone." Luna said shaking from shock and exhaustion. Twilight began shaking and then fell to her knees saying 'no' over and over again. Everypony just sat in silence.

**A/N: I hope you enjoyed and please review, thanks.**


	14. Chapter 14

**Chapter 14: Dropping like Flies**

Twilight and the others went back to the library after Twilight broke down at hearing about her sisters' death. Her head placed in her hooves as she thought. She had to stop crying, for the moment at least. Her friends and everypony else in Ponyville needed her and the rest of Ponyville was still oblivious to what's going on. Twilight lifted her head up, put on a brave face and immediately started giving orders. "Applejack, I need you and Rarity to go get Big Mac and Granny Smith at Sweet Apple Acres. Rick, go with them just in case." Rick nodded and the group rushed off. "Pinkie, Rainbow Dash, go around town and bring all the ponies here. Daryl, I want you, Glenn and Fluttershy to go to Zecora's and bring her here. I know that will be hard for you Fluttershy but I need you to be brave right now. They don't know where Zecora lives, they need you."

"Don't worry Fluttershy; you'll be fine with us around." Glenn put a hoof on Fluttershy's shoulder seeing her shaking wildly. Sure the Everfree Forest is scary but it's the new possible residents that scare her more then anything.

"Get going you three but if it's too overwhelming in there…I think you get it." Daryl and Glenn nodded and then ran off pulling Fluttershy behind them with her screaming very quietly.

"I don't want to brave there, I want to be brave here with my friends or at least less terrified." Fluttershy said trying to escape the two stallions' grips. "Couldn't we draw them a map?"

Twilight only shook as Fluttershy disappeared behind the door. "Ok, well to continue. Luna, send a note to my brother, I need him here." Twilight continued giving out orders.

"Why must it be raining, my hooves are getting absolutely filthy. I just had my hooves done too." Rarity complained. "My mane and tail is a mess."

"How is it even in a crisis like this and yer still bein all finicky. We got a job to do so stop complainin Rarity." Applejack continued running while Rarity tried to keep up while avoiding mud puddles. As soon as the house came into view, Rarity booked it. "Are ya serious, now ya run?" Applejack caught up with Rarity inside the home. "Granny Smith, Big Macintosh, where are ya?" Rarity and AJ split up to look for the two. Rarity went into the kitchen and then screamed. "What the hay?" AJ started upstairs and then turned around. "What's wro-ng?" AJ looked up stairs and saw two Walkers coming down. "Rarity, to the barn now!" Rarity didn't argue and ran off as fast as her hooves would carry her with AJ right behind her. Once they reached the barn, the quickly entered hoping to see Granny Smith and Big Mac there.

They found them alright, bandaged up and covered in blankets. They then noticed Sweetie Belle and Apple Bloom. Rick came into the barn not too long after. "Not fair you two, I'm not used to running on hooves yet." Rick said wiping mud off his face from having tripped so often. He went unnoticed by the two mares.

"Sweetie Belle, Apple Bloom, what are you two doing here? You're supposed to be close to us, not way out here." Rarity asked.

"We wanted to be helpful and come get Applejack's family sis. When we got here, both of them had gotten bitten." Sweetie said.

"We've been takin good care of em sis." Apple Bloom said with a smile. "We don't know what to do about the fevers though. They're hotter then the oven when cookin up pies."

"Get away from them you two, now!" Apple Bloom and Sweetie Belle backed away at hearing Rick yell. The two injured ponies then fell limp. "Come on, let's leave them and get out of here." Rick said heading toward the barn doors when the doors started opening from the other side. A fleshy hoof could be seen and Rick clumsily ran over and shut the doors before they could fully open. "Is there another way out of here?" Rick asked as the doors pushed him forward. Quickly Rick turned and blocked the doors again. "Applejack, I need help." AJ ran over and helped to keep the door shut.

"Uh, the windows." AJ pointed and then looked at the windows to find walkers pounding on the glass. "Yes well, we can always make an exit for ourselves out the back of the barn. Rarity, could ya take care of that?"

Rarity headed toward the back when Big Mac and Granny Smith stood up. Rarity jumped back in surprise. The two bodies of Big Mac and Granny Smith stood up slowly groaning. Apple Bloom smiled and ran over to Granny Smith and her brother. Apple Bloom then jumped back when she saw the looks on her family members' faces. "Get away from them Apple Bloom, they aren't your family anymore." Rick said and then noticed AJ try to go help. Rick grabbed her and pulled AJ back. "I need you here until a hole can be made. I can't hold the doors by myself." AJ nodded and backed up against the door. "Rarity, help her."

Rarity used her magic to lift Walker Big Mac into the air and away when Sweetie Belle went to help her friend. "Sweetie Belle, stay away." It was too late; Walker Big Mac grabbed onto Sweeties leg and pulled her down. Rarity went to help when a crack was heard. The sides of the building near the back began to bend and crack. Rarity did her best to throw the walkers away from the two fillies but she isn't as good with magic as Twilight, so keeping it up had been made difficult. 'Rarity, help I'm scared!' The two fillies's yelled out when the walls broke and in came more walkers. Rarity looked back and forth and then made her decision. "I'm sorry Apple Bloom." Rick reached for his gun to try and help Apple Bloom but the door got pushed making Rick lose his grip on the gun which went flying out of reach.

Rarity used what is left of her magic and threw the walkers off her sister. Rarity ran over and then bucked a few walkers away from her sister freeing Sweetie from the group of walkers. The two then ran back to the doors. Apple Bloom screamed for Rarity to help but she hadn't noticed to busy holding onto her terrified sister. The little filly then got bit and dragged away.

"Apple Bloom, Nooooo!" Applejack screamed wanting to leave but knew that they would all be screwed if she did but from the looks of it, they still are. AJ gave Rarity a dirty look but Rarity hadn't noticed.

The walkers kept pushing on the door and had started making holes in it. One walker managed to poke its head through. Rick went to punch it to push it back but it wasn't necessary. A blade went right through its face but the blade isn't that of a katana like Michonne had. Rick noticed it and knew who had killed the walker. Once the door stopped being pushed, they opened up the door and in front of them stood a black pony with brown mane and tail. He stands on two legs with a blade for a fore hoof. "How did you survive?" Rick asked as Rarity and Sweetie Belle ran past, the others followed.

"I didn't." The pony said showing off his left front hoof. A giant bite mark resides there. "I had to find my brother and at least say goodbye, for real this time."

"Merle, thanks, I think I speak for each of us when I say that we owe you." Rick said leading the way back to Ponyville having lost sight of Rarity and her sister.

Fluttershy, Glenn, and Daryl all made their way into the Everfree forest. It's foggy and wet, the moister in the air making their coats sticky and uncomfortable. Fluttershy wanted out as soon as possible and so she ran as fast as she could but made sure that the others are still behind her. "Her hut is right over…here." Fluttershy backed away from the hut seeing it in disarray.

"We need to make sure that she is still ok before we leave." Daryl and Glenn surrounded the shy Pegasus. The three carefully made their way to the hut and peeked in. Four walkers are on their hands and knees eating something or somepony. Daryl and Glenn had been practicing holding their weapons as they walked figuring that if they can do that, they should be able to fire them. Daryl and Glenn made their way into the hut and took out one walker with an arrow while Glenn took out his knife and stabbed one in the head. They then did the same with the other two. The three then looked at what they had been eating. Blood and intestines cover the ground. When Fluttershy saw this, she threw up. "Is that her?"

"Y…yes." Fluttershy quietly said and then turned around to find a walker right in her face. Fluttershy couldn't move from fear as the walker tackled her to the ground. Glenn pushed it off the shy Pegasus and out the door. Daryl then shot it in the head. "T…th…thank y…you." Glenn took a peak outside the hut and didn't see anything.

"We're good to go, let's move it." Glenn turned around as a crawling walker bit his leg. Glenn kicked it off and stabbed it in the head. "Go, tell Maggie I love her." Glenn said as more and more walkers came from behind trees. "I'll hold them off, now go."

Fluttershy and Daryl nodded and then ran off.

Twilight set up a force field around the library and made sure that only living things could make it through. True that those with bites or scratches can make it in without trouble but Twilight would be able to take care of that. She would be alerted to anypony with an injury. More and more ponies came into the library and so far, all are ok. She had been alerted to some ponies but they had all been stubbed hooves or paper cuts, nothing serious. Soon Fluttershy and Daryl came back. "Where is Glenn?"

As soon as Maggie heard this, she ran from upstairs in a panic. "Glenn, tell me he is right behind you." The looks on the two ponies' faces confirmed her fears. "Gleeeeenn!" Maggie fell to her knees and began crying her eyes out.

Twilight let a tear slip feeling bad for the mare. Nopony spoke for about half an hour, except for Daryl who gave Maggie the message from Glenn, before the alarm went off. In came Rick and his group with an extra pony in tow. "Where is Granny Smith and your brother?" Twilight asked AJ and then asked one more question. "Also, who is this?"

"First off this is Merle." At the sound of that, Daryl ran over and gave his brother a big hug.

"You didn't think you could get rid of me that easily did you because if you thought so, you were right." Merle let Daryl take a look at his bite. "I saw some kind of portal thing and ran through. I had hoped to find you before I die. Goodbye bro." Merle then collapsed onto the ground, he finally died from the fever.

"Goodbye." Daryl took out his crossbow and then shot Merle in the head.

"I'm sorry Daryl." Twilight put a hoof on Daryl's shoulder but he shrugged it off and walked away. Twilight let out a sigh and then turned to the others. "So as for the other two?"

"They're all walkers." AJ said and then turned to Rarity. "No thanks to you so is Apple Bloom. Ya stopped tryin to save her when too many came in. You didn't even bother to try after yer sister was safe."

"I tried to but I could only take so much. I'm not like Twilight AJ." Rarity tried to defend herself.

"Boo hoo, neither is Rick but he tried to. You didn't even try to use his gun after he lost it tryin to save mah sister. Ya could have bucked them or somthin, but ya didn't even try. Ya'll are just too scared to get dirty aint ya? Now I have no sis, brother, or Granny Smith. I thought that I would at least have mah sister. Just stay out of mah life Rarity." Applejack then ran upstairs crying.

"Rarity, does Applejack hate me now?" Sweetie asked and Rarity's heart broke at that moment.

"No Sweetie, just me." Rarity said sadly as she took a seat on the couch.

Rick then noticed something weird. "Is this place bigger then before?" Twilight nodded.

"Yeah, but I'll explain that later." Twilight then turned to Rarity. "Hey, I'm sure that you did your best, Applejack is just upset is all. She'll calm down eventually." The alarm then went off again and Twilight ran outside. All around the barrier are walkers pounding against it. She even noticed some above, flying as they hit the barrier. "Rainbow, Pinkie, get back safely." Ricks group, Fluttershy, and Rarity couldn't do anything but stare at the horde of walkers pounding on the barrier.

**A/N: I hope you enjoyed and please review, thank you.** **I decided to give specific characters their own walker names. **


	15. Chapter 15

**Chapter 15: Chaos at the Library**

Rainbow and Pinkie had finished getting all the ponies around town and started heading back toward the library. At this point, Rainbow can't fly from the heavy water on her wings and no matter what she tried, she couldn't seem to destroy the clouds or even so much as move them. That just irritated her and she would have continued to be in that mood until she saw Pinkie stop moving. "Pinkie, what's up, why did you stop moving?" Rainbow walked over to Pinkie and stared at her eyes and then followed them to see what Pinkie is looking at. In front of them walking toward the library are at least fifty walker ponies. "Pinkie, what are you thinking?"

"We can't go back to the library Rainbow Dash, it's time to retreat and come up with a plan." Pinkie said in an all too serious tone that worried Rainbow almost as much as the walker ponies. Pinkie had never been one to be so serious, sure she had moments but they hadn't been anything like this. Pinkie turned and walked away but turned her head toward Rainbow. "We can't do anything for them now."

"You can't be serious Pinkie; those are our friends in the library." Rainbow pointed toward the library but Pinkie shook her head. "What do you mean no, we have to do something." Rainbow then saw nothing in Pinkies eyes and it scared her. Her eyes are cold and hard. Her mane deflated and became straight. "Pinkie, how can you not care about them at all, if anything that would be me not you? Look we have to go-" Before Rainbow Dash could finish her sentence, Pinkie pushed her up against a wall and held her by the throat.

"We don't do anything Rainbow; we can't help them if we don't help ourselves first. I have an idea but it will cause some pain among our friends but it's necessary. Do you trust me?" Rainbow nodded though she couldn't be sure but she wasn't going to tell Pinkie that. "Let's go."

Twilight and the others had gone back into the main room of the library. All Twilight could think of is how fast everything had gone so wrong. Many of her subjects died, one of Rick's group died and now they have walker ponies at their front door. Applejack is angry with Rarity and Rainbow Dash and Pinkie are still gone. Zecora is dead and she has two prisoners not from Equestria. That's not to mention her sister Cadance is gone. She couldn't think anymore, she had to do something to take her mind off things. Twilight walked over Daryl and put a hoof on his shoulder. "You want to talk about your brother?"

Daryl turned around and shook his head but then let out a sigh. "He was a jerk but he was still my brother. He always had my back even those times when he was a jerk in order to help. He always pushed me whether I was in pain or, whatever. I'm not going to cry over him, especially in public. What's done is done; we can't change that no matter what."

Twilight let out a sigh and then smiled a little. "Don't hold the tears back Daryl, go upstairs and let it out in private." Twilight turned around leaving Daryl to think before he stood up and headed upstairs. Twilight looked around and everypony was in a panic which continued to grow. Some ponies saying that they should leave and others saying to stay, some even said to fight. Despite being a princess, Twilight couldn't do this on her own and with the six of them either separated or ticked off, it didn't make things any easier. "Everypony, calm down and relax. While I'm here those things will not get through."

"Says you, remember what happened at Canterlot. The Changeling Queen managed to get in, who's to say that won't happen here? We stay here and we'll die for sure." A Stallion yelled out angrily.

"That was a different situation, these things don't have minds, they attack and feed. That is all they know how to do." Twilight tried to continue but got cut off by a mare.

"What happens when we run out of food, what then, we can't stay here forever princess." Everypony was so noisy that they didn't here the alarm go off and then Celestia and Luna walked into the room.

"Enough, this arguing will not help anypony. Princess Twilight, please continue." Celestia stood back and let Twilight go on.

"Thank you princess. My friends and I will formulate a plan to get everypony out of here and someplace with a few months of rations. Please do not panic, we won't be here forever but while we are, I'll stay and make sure that none get through." Everypony calmed down but didn't relax, their nerves jumbled around too much.

"Twilight, I must talk to you." Twilight looked up at her former mentor and nodded. Celestia led Twilight away but Twilight saw a saddened look on Luna's face as they walked by. Celestia led Twilight outside, stepped up to the barrier, stopped right before it and turned around. "Twilight, I must go, nopony is safe with me here." Celestia raised her wing into the air revealing a large bit mark. "I have a high fever, I hid it well inside but now it isn't necessary." Celestia fell to the ground exhausted. "you must kill me Princess. I know what Andrea did to Scootaloo wasn't right but she was right. Either you or, somepony must kill me. I don't have the strength to" Celestia's eyes closed and her breathing stopped.

Twilight stepped away from Celestia afraid and shocked. "No, no no no. Princess Celestia, please wake up." Celestia's hoof moved a bit but then relaxed. "You'll be fine, fevers, they go away. I can, I can do something." Celestia's wings moved slightly. "That's right, you can fight it. Stand up and let's get you better." Twilight slowly moved closer hoping that her former mentor would stand up alive but feared that it will be just the opposite. Celestia's wings fluttered again as she began rising into the air and then started to groan. Twilight jumped back at hearing that noise. It isn't a normal groan but a gurgle groan like the ones the walker ponies make. Celestia then opened her eyes wide revealing blood red orbs, her coat darkened as well. Celestia flew slowly and clumsily toward Twilight. Twilight couldn't do anything but stand there frozen.

Luna knew what had happened to her sister and she wasn't sure that she could end her sisters' life but what ever is happening would force her to. Luna could hear the two talking and decided that she would go get some water if for anything to help her nerves. Everything happened so fast. First her niece and then her sister, what would happen next. The spread of the virus, it's so fast, her temperature shot up like a daisy reaching for the sun after a cold rainy day. They had only left for a second to send off a letter to Twilight's brother when Celestia got bitten. It's only been thirty minutes and now she would soon die.

Luna pulled out a cup with her magic and filled it with water which came out slightly bloody. Luna dropped the cup which shattered in the sink. "The water is contaminated, but how?" Just then she heard Rarity scream and then seconds later the front door slammed shut. Luna ran out of the kitchen to find out what had happened but she already knew. Her sister changed into a walker pony. "It happened didn't it?" Luna came out and asked as the banging on the door could be heard.

Twilight just stood there shaking terrified but tried to speak. "She just and then her eyes, blood red. I couldn't move, she died and then came after me; I couldn't move." Twilight being so scared forgot about her shield around the library. It weakened and shattered from the pressure. Everypony in the building saw this and became bitter toward Twilight.

"What are you doing, why would you let them in?" An angry Stallion asked.

"You said that they wouldn't make it in with you here, you said that we would all be safe!" A mare yelled but Twilight just stood frozen. "You've betrayed us all." Now Twilight struggled to breathe seeing her world crash around her. Soon cracking of wood could be heard and hooves could be seen as coming through the walls.

Luna saw Twilights condition and knew it wasn't good and so she took over. "Unicorns, gather around and use your magic to the best of your ability. Knock off the heads, that will kill them. Earth ponies and Pegasus, do the same with your hooves but don't get bit." Soon the door broke down and the walker ponies flooded the room. Every pony in the building with the exception of Luna struggled to fight them off and one by one more got bit despite the reinforcement from Rick's group. Soon the back wall gave in and in rushed more of the undead.

Just then the sound of Pinkie's party cannon could be heard going off. Soon a way out was made as Pinkie continued to fire her cannon off knocking the heads off of many of the undead.

Spike wanted to help but wasn't sure how. "Twilight, they need your help." Screams from all around him could be heard as more and more ponies died. "Twilight!"

Shining Armor had been on a train heading into Ponyville. The trip had been normal with the exception of his wife. Cadance wasn't there with him, no, she died at the hooves of the undead. Once Shinning arrived in Ponyville, fires had started and continued to burn many of the buildings down. "Twily!" Shining Armor ran as fast as he could toward the library. Dead bodies lie all over the ground. He ran as fast as possible to the library and passed up half a town worth of dead bodies. Once he reached the library, he found it in ruins. Windows shattered, the door broken off, and holes in the walls. Horror was written all over his face as he looked around. Shining then remembered the basement and ran over and opened up the door. He lit his horn with magic for light and as he did, four walker ponies turned their heads and walked toward him. Shining shut the door in a hurry and backed up against it. He ran over to the couch and something caught his eye. He picked up the paper and then used the couch to block the basement door.

"Twilight, what happened?" Shining asked pulling out the paper as banging could be heard on the basement door.

_Dear Shining Armor,_

_ The library is overrun, we have to move. I've failed my subjects, my friends, the princesses. We have decided to head to Canterlot to find refuge in the castle there. If you don't see me there, we couldn't stay or I didn't make it, I love you BBBFF. I would go on but there isn't time left, until I see you, hopefully. Oh and if you see Pinkie, kill her, she doesn't need to suffer._

_Love your sister,_

_ Ex-Princess Twilight_

The door to the basement broke and the couch holding the door tipped just enough for the dead ponies to escape. Shining dropped the paper and made his way out of the library and back to the train station.

Once he arrived, the train had been filled with walker ponies. Shining looked all around him and found himself surrounded. He raised his horn into the air and it began glowing. The undead ponies made it within reach of him and just as they attacked, Shining disappeared.

Pinkie and Rainbow came into Ponyville and saw Shining disappear. Pinkie then saw herself walking over to her with a big bite in her side. "Sorry other me but at least you aren't really real." Pinkie then smashed the other Pinkie's head in.

Rainbow then turned to herself. "Go to Canterlot and find Twilight, we have work to do here." The other Rainbow nodded and flew off. "Let's get started."

**A/N: I hope you enjoyed the chapter and please review.**


	16. Chapter 16

**Chapter 16: Pinkie's Journey**

Rainbow and Pinkie stared at the Rainbow Dash copy fly off until she couldn't be seen any longer. Rainbow looked at Pinkie who still had the same cold look in her eyes. This isn't the same Pinkie that she and the others love so much. Pinkie is happy go lucky but now she is all serious and cold. Surely Pinkie isn't this way and maybe it isn't Pinkie. Without really thinking about it, Rainbow turned and jumped on Pinkie. "Ok who are you and what did you do with Pinkie? Are you the Changeling Queen?" Rainbow Dash asked.

Pinkie just stared at her friend with an 'are you serious' look on her face. After a few minutes, Rainbow jumped off Pinkie and frowned. "I can't blame you Dashie, after everything that has happened." Pinkie inhaled deeply and then let it out. "I guess I'm just having a hard time finding a reason to smile. Most things are easy to smile at but death, it's just depressing." Pinkie turned her head away from Rainbows worried stare. "I can't just smile or be happy when everypony is dying. It's not like the trees in the Everfree Forest; I can't just act like it's not happening. Laughing isn't going to make these things go away."

"Pinkie, I'm so sorry. I guess I didn't realize how hard this would be for you. I always thought that you could laugh at anything. I should have realized that this would affect you so hard. You're right Pinkie, these things, this time there isn't reason to laugh." Rainbow sat down on the hard ground. "When Scoots died, I had expected you to throw some kind of cheerful party in memory for her. On the one hoof it would have been offensive at first but on the other, it would have just been you. When all you did was cry and go up and say good things about her, everypony was shocked. We hadn't expected that at all." Rainbow was then grabbed up in an unusually soft hug.

"Truth is Rainbow Dash, I was angry with myself and I still am. My Pinkie sense told me something would be falling and then I saw Andrea with her gun pointed at the Walker Ponies. My senses were odd though but it doesn't matter now. Andrea shot each of them in the head and at first I was angry but something told me that she had done the right thing. Then when she went to kill Scootaloo, that same something told me it was the right thing and at the same time, I wanted to protect her but…I couldn't, I didn't. My happiness was instantly drained from me, I tried to be happy but." Pinkie let go of Rainbow Dash and frowned seeing the hurt and angry look on her friends face. She had expected that reaction from Rainbow Dash but the truth had to come out sooner or later. Pinkie had let Andrea kill Scootaloo.

"You, you let her die." Rainbow Dash backed away from Pinkie angrily. "What's wrong with you, you saw how scared she was and you let that witch kill her. You're no better then she is, you may as well of killed her yourself." Pinkie tried to touch Rainbow on her shoulder but she was pushed away. "Screw you Pinkie, I want nothing to do with you. Just stay away from me, from the others." With that said Rainbow flew off leaving Pinkie alone.

Pinkie just sat and watched as her friend flew off while letting some tears slip down her cheeks. "I'm so sorry Rainbow, truly I am." Pinkie then stood up and made her way to the Everfree Forest. It's official, she is alone and no one would go looking for her. That didn't mean that she couldn't help her friends even if they didn't want it. No doubt that Rainbow Dash would tell the others what she did or more accurately didn't do. Pinkie walked past Flutttershy's cottage or at least what is left of it. She couldn't look at it any longer then a second, she had to keep moving.

Once Pinkie reached the entrance to the forest, she took in a deep breath and went in. A dead animal lied on the ground on the path in front of her. "One of them must've been hungry." Pinkie carefully made her way around the shredded fur and broken bones. Pinkie reached into her saddle and pulled out her necklace representing her element. For the first time in a while, she genuinely chuckled. "I hope they can forgive me." Pinkie ran forward further into the forest until the entrance disappeared out of sight. She had seen where bright light had come from and ran in that direction.

Pinkie had to get to where the light had come from, that would be where the book is, at least that was the hope. Rain poured down over the forest rustling the leaves. The rain cut through the leaves like paper and hit Pinkie with as much force as rain could hit with. The sounds of groans could be heard as she ran. Every walker pony that came close she bucked out of the way and kept running. She would find the book and would get it to Twilight or at the very least get it closer to her. She didn't know much about the book but she knew that Twilight needs it and she would get it, even if she had to die to get it to her.

Once Pinkie made it to the designated exit out of the forest, she found herself in front of a broken trailer. "Trixie, she brought these creatures from hell?" There was no doubt in her mind that this was Trixies' trailer. Pinkie slowed her pace and carefully walked over to the front door and found Trixies showmare costume and a trail of blood leading away from it. Pinkie followed the trail for about one mile before she found her. Pinkie found Trixie in half, her entrails following behind her. Pinkie ran in front of her and stared at Walker Trixie. "Not even you're this stupid Trixie, sorry." Pinkie raised her front hooves into the air and smashed in Trixie's head. Pinkie ran back toward the trailer and looked around inside.

"Nothing but dried blood and guts." Pinkie shivered as a whiff of air reached her nose. The smell of dead bodies infiltrated her senses and even made her vomit. After a few seconds and Pinkie ran out of the trailer, holding her breath until she made it outside. "Where is it?" Pinkie asked herself looking around for the book. Pinkie hadn't seen the book along the trail of blood or near Trixie. "Maybe she threw it away?" Pinkie looked at the doorway and then followed a possible trail from the door into the forest. Soon she came to a muddy imprint that had been smeared a bit but it is definitely book shaped.

Pinkie looked left and then right but couldn't decide on which way the book went. "It couldn't have been kicked to far right?" Pinkie went left and then tripped on something. She stood up and then heard growing moans. She stood up quickly and felt around to find what she had tripped on. She found the thing and pulled up on it but it was stuck. "I don't have time for this." Pinkie pulled harder and harder until she couldn't pull any more and finally the thing began moving rather slowly. It squished in the mud as it moved. Pinkie almost had it out when a walker pony bit into her leg. Pinkie screamed in pain and bucked the thing away from her. Finally Pinkie managed to pull the book out of the mud. She fell backward and onto her rump. "You were really stuck you stupid book." Pinkie stood up and took off away from the forest as a horde of walker ponies came out of the forest.

Pinkie ran and ran until she reached Ponyville. "I can fight it until I reach Twilight, I know I can." Pinkie coughed up some blood but continued on weakly. Her head became hot, her legs weakened and her body was ready to collapse. Pinkie walked as fast as she could. She made it all the way to river on the other side of Ponyville before she collapsed from exhaustion. "Rainbow Dash…I'm sorry…forgive me." Pinkie said exhausted as Walker ponies came up to her and began eating away at her, her vision went black.

The Rainbow Dash copy entered the castle greeted by her friends except for Twilight. "Where is Twilight?" Fluttershy led Rainbow away toward the throne room. "Thanks Flittershy."

"Um, it's Fluttershy Rainbow Dash." Fluttershy corrected.

"Right, Fluttershy, sorry." Rainbow then walked into the throne room and ran up to Twilight. "Twilight, I'm here."

"Good for you Rainbow Dash, at least you made it but please leave me alone. I'm not worth talking to." Twilight stood up and walked to the other side of the throne she had been sitting on.

Rainbow Dash was ready to comment but Luna took her away. "Look, I know that you're a copy. Now that that is out of the way, I suggest you leave and help stand guard until the real Rainbow Dash gets here." Rainbow wanted to argue but decided not to and just left. Soon afterward, the real Rainbow Dash came into the room. "Rainbow Dash, let's talk."

"I'm in no mood princess; I need to talk to Twilight." Rainbow pushed past Luna and walked into the throne room with her friends in tow. "Twilight, we need to talk about Pinkie."

"I know Rainbow, she is dead." Twilight said expecting Rainbow to bring that up.

"Wrong, that was a copy that Pinkie put down and the other Rainbow is a copy of me from the mirror pool but that isn't important. Pinkie let Scootaloo die, she admitted it to me. Pinkie said that it was the right thing to do." Rainbow spit out vehemently.

"No way, Pinkie wouldn't really do that." Rarity said shocked at hearing Rainbow say that about their friend.

"She did say that and that's when I left her. I probably shouldn't have but she made me so angry." Rainbow said still steamed.

"At least she didn't kill yer sister." Applejack glared at Rarity. "Oh wait, she basically did."

Soon the three started arguing and Twilight let them. She had no energy to try and stop it, she wasn't even sure that she cares anymore. She became too depressed when she realized that she can't protect anypony. Soon enough though the arguing stopped.

"Fine then, we go our separate ways. We only watch out for ourselves like Twilight." Rarity said glaring at her purple friend.

"Ah would hate for anypony to be stuck with you Rarity, ya would never help anypony but yerself and ya little sister." Applejack walked away head held up and mumbled something. "Generosity, yeah right."

"I have to look out for my sister; she is all I have left." Rarity then walked away.

"Fine then, our friendship is over then." Rainbow frowned and slowly flew away. "Elements of harmony, what a joke." Rainbow Dash grabbed onto the necklace and then threw it onto the ground. Each necklace and Twilight's tiara turned grey and cracked.

**A/N: I hope you enjoyed the chapter and please review, thank you.**


	17. Chapter 17

**Chapter 17: Harmony is dead**

Luna watched as Rainbow Dash and the others walked or flew away. She turned toward the throne room and let out a sigh. Luna was just about to open the door when somepony tapped her shoulder. Luna turned around and found Fluttershy behind her. "Fluttershy, hello."

"Princess Luna, may I talk to my friend alone. I think she could use a little cheering up." Luna smiled, nodded, and opened the door up for Fluttershy. "Thank you Princess." Fluttershy walked into the throne room and found Twilight sitting on the ground, head aimed downward to avoid eye contact. Fluttershy crept toward her friend cautiously not wishing to startle her. "Um, Twilight."

"Go away Fluttershy, the elements are broken, so just leave." Twilight continued to stare at the ground not wishing to look at her former friend.

"I, I know that, that you are sad r-right now but." Fluttershy said somewhat nervously. The last thing she wanted to do is upset her friend anymore then she already was.

Twilight growled angrily and flipped around staring Fluttershy in her eyes. "I said go away Fluttershy, our friendship is over. Everything is gone, I let everypony die. Don't you get it, our lives are over!" Twilight screamed angrily causing Fluttershy to shy away. "Just get out of here; I don't want to see anypony, especially you Fluttershy. I don't need the kindness crap and I don't need friends. I did just fine before them and I'll do just fine now. From here on in I'm a loner." Fluttershy backed away, tears formed in her eyes. "I want nothing to do with the elements anymore and I don't want anything to do with any of you, now get out." Fluttershy ran off crying her eyes out. Twilight just watched as she ran and frowned.

"Goodbye my friend, never again will anypony die because of me." Twilight turned back around and let some tears slip down her cheeks. "They'll be better off without me. I did the right thing, no matter what anypony says." Just then the doors to the room opened up which just made Twilight sigh. "I said go away Fluttershy." Twilight didn't bother to turn around and see who it was.

"Princess Twilight Sparkle, what are you doing?" Luna said from the doorway. After seeing Fluttershy run off crying, she had to see what was going on. Luna waited but received no response. "I will assume that you did not hear me and so I will ask again, what are you doing?"

Twilight turned around angrily, her horn glowing brightly. "I'm making sure that nopony has to be hurt because of me. I won't be responsible for killing hundreds of ponies or more. They all hate me now anyway so why bother with anything."

Luna let out a sigh and made her way over to Twilight. "You are a Princess, so you made a mistake, big deal. You admit that you messed up and continue to do your best." Luna went to put a hoof on Twilights shoulder but she pushed it away. "I know that what happened in ponyville was devastating to you and your reputation but look at me as an example. I was Nightmare Moon but I came back from it, you can make things right again."

"Are you crazy, this can't be fixed, it's over for us all? There is no saving anypony and I can't make anything right. I'm the one that made the mistake; you on the other hoof were possessed. I won't let anypony get hurt because of me." Twilight snorted at Luna.

"You're needed Twilight, there is still hope."

"What part of no hope do you not understand? Soon we'll all die and I won't be apart of getting everypony killed." Twilight stood up and pushed her face up to Luna's.

"You're a princess and as such, it's your duty to help whether you think there is hope or not. Your subjects need hope in something." Luna shot back calm and collected.

"Screw being a Princess and screw you your highness, I won't lie to everypony and tell them that we'll find a way out when there is no way out. It's your own fault that we are in this, if you had just taken care of the book when it was first discovered, we wouldn't be in this mess." Twilight pushed Luna away from herself.

"If you don't help, you're practically killing them yourself. You're no better then Sombra." Luna knew she had hit a nerve.

"I'm nothing like him, how dare you compare me to him." Twilight leaped up into the air and tackled Luna. The two wrestled for some time before Luna separated herself from Twilight. The two Alicorns beaten and cut up, bruises would definitely form by morning if not sooner. "You stay away from me."

"If you won't help, then I'll have to take care of everything myself." Luna limped away but turned to say one last thing. "You're no Princess Twilight; I promise you that my sister would be ashamed of you."

"Don't you dare speak of her-" Twilight didn't get to finish as Luna shut the doors behind her. "Screw you Luna, screw everypony!" Twilight began sobbing.

"Fluttershy, what's wrong?" Rainbow Dash asked seeing the yellow Pegasus flying toward her about a foot off the ground.

"Twilight doesn't care about anypony any more. She yelled at me and said that she doesn't want anything to do with us. Did I do something?" Fluttershy asked.

"You're probably the only one not to do something and I hate to say it but we've split up. The elements are dead Fluttershy, so just move on with your life the best you can." Rainbow turned from her friend and began flying away.

"B-but I, I thought that" Fluttershy then broke down crying. "Stupid undead things; if I have to be on my own then fine." Fluttershy cried a little more and then wiped away her tears. She had closed her eyes for a second and then opened them quickly and heard a voice behind her. She turned toward the voice. "What do you want?" Fluttershy asked in a harsh tone of voice.

"Fluttershy?" Luna asked but didn't receive a response. "I suppose that the elements of harmony truly are dead."

"You got that right, you should mind your own business anyways." Fluttershy, who had still been wearing her necklace, ripped it off and threw it onto the ground. "Who needs anypony, it's survival of the fittest." Fluttershy flew off.

"Very well." Luna knew what she had to do now, take out the book. She only has one problem, she can still feel the books power over her. It would take all her strength just to find the book. Twilight did have one point; she should have taken care of the book instead of assuming. "I have to find the book." Luna took off into the sky to go find the book.

**A/N: I hope you enjoyed the chapter and please review, thank you.**


	18. Chapter 18

**Chapter 18: Rough Travels**

Shining Armor had no idea how to get to Canterlot without transportation other then walking via the train tracks. It would be a long journey but that is the only option that he could come up with. He pulled out his sword and carried it in his magic. Shining made his way onto the train tracks a distance from where the station was. "Please let Canterlot and Twilight be ok, I need to see my sister again." He could only pray that his sister was ok as he made his way down the tracks.

Shining Armor had traveled for about thirty minutes and not a single walker had appeared on the tracks. The rain continued to pour down, thunder boomed and lightning crashed. Other than his magic, the lightning had been the only light he had been given. "What's up with the Pegasus, why aren't they controlling the weather?" He continued forward and though there aren't any walkers around, he could definitely smell the stench of the dead. The smell made him want to vomit but he took control of his stomach.

After a couple minutes, Shining found walkers all over the tracks. He couldn't just run through or he would die for sure. Sneaking around them isn't an option as there is cliff to one side and rock wall on the other. "There must be some way around them; there is no way that I can kill them all." He looked around trying to find some way around, an alternate route possibly. The wall is steady; an avalanche is impossible to make. A rather large boulder sits at the edge of the cliff but he would have to go through the walkers to get to it. There wasn't a single thing he could use to distract the undead with.

Soon the horn of a train could be heard roaring toward him. All the walkers turned in his direction. "Fantastic." Shining drew his sword and got ready to attack while looking for some alternate way out. There wasn't much else he could do being trapped between a train and the walkers. Then an idea came to mind. "Perhaps I can use my magic and time it just right to land on top of the train, assuming that the train is coming my way." The sound of the horn got closer as the seconds disappeared. Shining Armor backed away from the walkers as they got closer and hoped to see the train coming. Soon the lights from the train could be seen. He flipped around and ran toward the train and just as the train reached him, he teleported.

When Shining Armor reappeared, he flinched from a pain in his back left leg. He looked back at his leg and found it broken, the bone sticking out. As soon as he looked at his leg, the squishing sound of walkers being killed could be heard below him. The train then derailed as it hit more and more walkers. The train shook and began tipping over throwing him off balance. "This is gonna hurt!" Without thinking as the train tipped over, he teleported himself inside the train. Once he reappeared, he fell to his knees as he felt his hurt leg crack more. He managed to distract himself from the pain as he focused on keeping himself within the train. Food, trays, and other things in the car fell off tables and onto the floor. He stumbled back and forth as the train continued to tip over.

The train began skidding along the track. The trains' cars began moving forward ever so slightly until the front of the train came to a halt which sent the back cars flying forward. Shining Armor continued to stumble back and forth until the car stopped, unfortunately, his car is now hanging off the side of the cliff. He looked around to see what he could find to pull himself up but the only thing around to grab onto are the seats and tables. At a slow and steady pace, he climbed up the car slipping now and then as the train car moved downward off the side of the cliff.

After what seemed like an eternity, Shining Armor finally made it to the top of the car. The door to the car jammed as he tried to open it. He pulled out his sword and stuck it in the door to try and pry it open. The car slipped again forcing him to grab onto something to keep from slipping downward. Again he tried to pry open the door and after four hard pushes, the door opened and broke his sword in the process. "At least I can get out now." Shining climbed through the door and escaped as the train once again slipped. This final slip caused rocks from above to fall down, some small, others huge. Shining limped as fast as possible to move out of the way.

The rocks from above pummeled the train cars and released the ones hanging off the cliff. "Glad I made it out before that happened." Shining then felt a sharp pain shoot through his whole body. He knew at that point that his hoof had been crushed by a stray boulder. He used his magic and lifted the rather small boulder off his hoof. He knew that he may not make it to see his sister again. "Walkers will surely smell me now, there is no way to" Shining Armor stopped mid-sentence seeing a horde of walkers coming his way. At this point, he accepted that he would never see his sister again. With his sword broken, his leg broken, the train and rocks blocking his path behind him, and walkers heading in his direction; he had no chance of getting out alive. His energy and strength hit an all time low as he continued to lose blood from his broken leg. "I just wish I could have seen my sister one last time." Shining Armor collapsed onto the ground when Luna landed next to him.

"Shining Armor, you're badly hurt." Luna went to pick up Shining but it only caused him pain. "I'm sorry Shining Armor; to try and save you would only get us both killed."

"I know, could you tell my sister, I love her and that I'm sorry that I couldn't reach her." Shining Armor said his last few words before his heart stopped beating and his breathing stopped.

"Of course but first," Luna stood above him and looked at the incoming walkers. "I still have time." Luna looked at Shining Armors body, apologized before stomping on his head destroying the brain and then flew off as the walkers reached his body and began feasting on it.

Luna looked at the scene below her and frowned as she got further and further away. When she turned back around, she found Pegasus walkers flying awkwardly toward her. Luna backed away not paying attention to where she is going and backed up into a Pegasus walker. Luna hadn't had time to react before a sharp pain shot through her back. Luna knocked the walker off of her and flew toward the ground. Once she landed, a voice could be heard in her head. "You will never get rid of me now my pet of darkness."

"I'm not your pet and I'm not evil. It's your fault that I ended up as Nightmare moon. I know your real name, Bête Noire, I know a lot about you so don't think I'll let you get to me again. I will not be Nightmare Moon. I never chose that path, you chose it for me!" Luna hollered.

"I can save you from this death and I will Nightmare Moon." The voice said as the book came from behind a tree, its pages flipping as it moved closer.

"I want nothing from you." Luna tried to move but couldn't find the strength or ability to do so. Luna began to panic as the book moved closer to her and became even more frightened when she saw a specific pink earth pony. "Pinkie Pie, how?" Luna felt a sharp pain in her head; she began coughing up blood and became spastic. She could feel her body changing and she tried to fight it but she couldn't. Whether she liked it or not, she would change. Her eyes closed as she stood there, the pain finally leaving her body. She opened her eyes to reveal turquoise eyes with a slit down the center. She looked at herself and found that she looked just like Nightmare Moon again but this time, she didn't have any control of herself. All she could do is watch herself do things, whatever they would be.

**A/N: I hope you enjoyed the chapter and please review, thank you.**


	19. Chapter 19

**Chapter 19: Nightmare Moon**

"Rick, what are we going to do, she has clearly lost it." Carol asked being the only one in any kind of physical shape to even speak with somepony. Daryl's is upset over his brother; Maggie is upset over Glenn while her father comforts her. Carl is too busy taking care of Judith.

"What exactly do you think we should Carol?" Rick flattened his ears and began pacing in an attempt to think of something. He mumbled a few words here and there but nothing came to mind. What could they do in a strange world? If they did anything wrong, Rick was sure that Twilight or one of the princesses, specifically Luna at this point, would do something, though he couldn't be sure as to what. Rick let out a defeated sigh. "All that we could possibly do is talk to Twilight and besides, most of us are really dead weight at the moment. We wouldn't make it on our own, not anymore."

"Then lets talk to her then, surely" Carol was cut off by the others coming in.

"Let's go Rick; we all just want to go." Hershel said holding his daughter close. The others nodded in agreement.

Rick looked between his group and a set of doors behind him leading to the throne room. After a few moments he nodded. "So we leave but only once everyone has their strength back. I don't want" Rick was cut off by screams from below and a rather large pony landing in front of them. Her horn is long and her wing spread is large. She is, as far as Rick could tell, as tall as Celestia. The mares' eyes turquoise with a slit in them like a dragons. Her mane and tail are blue like the night sky and stars cover them. Armor covers her body and her cutie mark is just like Luna's. "Who are you and what do you want?" Rick asked.

The pony laughed manically at the question she was asked. "I am Nightmare Moon and I rule this world now. Where is Twilight Sparkle, she is the only one that stands in my way." The group in front of Nightmare Moon raised their weapons ready to fire. Nightmare Moon chuckled and used her magic to take the weapons away and threw them to the side. "You foolish outsiders think your puny toys can hurt me, I'm protected by the ultimate weapon of chaos."

As this was said, a certain Draconequus appeared. "Now hold on a minute, that is my title. True I'm not who I used to be but I am still more chaotic then you will ever be little Miss Nightmare." Discord said clearly unhappy about what was said.

"You foolish creature, you really think that you're in control? Why do you think that your pathetic attempts to rid Equestria of the walkers have failed so miserably?" Discord said nothing as Nightmare Moon continued to speak. "The book won't let you." Discords eyes widened and he backed away fearfully. "You understand now don't you?" An old book floated up from behind Nightmare Moon as well as a horde of walker ponies. The walker ponies started moving forward but were stopped. "No, stay where you are." The walkers stopped where they stood. "You can't stop it, the book will rule and everything you know will die." Nightmare moon raised her horn into the air and sent a shockwave out in all directions knocking back the group and Discord. She walked past the group who are now on the ground burst through the doors to the throne room. "Twilight Sparkle, your time has come!"

Twilight sat on the throne head down not willing to look at anypony until she heard the voice, the voice of the pony that she and her friends defeated so long ago. Twilight's head shot up in surprise. What she saw horrified her, Nightmare Moon with an unknown amount of walkers behind her and a book floating above. "How, how are you back?"

"The book, the book has brought me back. This time I am my own, no longer do I have Luna to support me. She will soon be dead and I will be all that's left. Now onto business, I hear that you've given up on things. That's fine with me, thanks to you; your brother is no longer a problem for me." Twilight's look of horror intensified. "Luna, Celestia, Cadance, and your brother are all dead. The only threat left is you, not that your brother was much of a threat." Nightmare Moon charged up a magical blast but it died down when a shot was fired. Nightmare Moon screamed in pain. She turned around to face the one who shot her and saw Rick, his gun floating in front of him. "It appears that you outsiders are a much bigger threat then I anticipated. I no longer need you here, so let me send you back. You made such a good distraction for our little princess to deal with." Before the group realized what happened, a portal opened up and began sucking them in.

Twilight watched as the portal opened up and couldn't help but think that those ponies, they don't deserve to go back to a world where they are always scared. True that the same thing is happening here but perhaps she could change things. Maybe Luna was right, the still seemed to fight despite the hopelessness, so she should too. Twilight teleported over to the portal that had already sucked in Daryl and Rick, the others hung onto whatever they could find. Carol slipped and was just about to be sucked in when Twilight grabbed onto her with her magic and threw her away from the portal. "You're not going back!" Twilight screamed and then noticed Nightmare Moon coming after her. Twilight jumped in front of the portal and pushed as many of Rick's group away as possible.

"No, you will not ruin this you pest." Nightmare Moon said ready to strike Twilight but she began flinching. "Princess Twilight, you must go and…find the words…go through the…portal." Luna said trying to take over her body but failing miserably.

"Princess Luna?" Twilight asked shocked as she was sucked through the portal. It closed behind her just as Nightmare Moon pushed Luna back. Twilight landed with a hard thud on the ground, blood came from a cut on her head. Twilight reached up with her hand, wait, her hand? Twilight fumbled around trying to scoot herself backwards. "What happened to me and you?" Rick held out his hand which Twilight raised an eyebrow to. "What are you doing?"

"Grab my hand with yours and I'll help you up." Twilight reached up with her hand unsure of how to grip Ricks but Rick took care of that. Rick grabbed onto Twilight's hand and pulled her up. "Hard to be a different species isn't it? Twilight nodded as she stumbled around on her feet.

Twilight is dressed in a purple tank top and purple jeans, her skin is tanned. Twilight looked herself over and found a few things odd about herself but those would be questions for another time. Right now getting used to walking would be her top priority though one thing did bug her. "What happened to my horn and wings?" Twilight asked feeling her head and looking herself over.

"One thing you have to realize is that humans don't have those things. The only things with wings here are birds and arguably a specific type of fish. There are few things with horns but they aren't magical in any way. You're human, get used to it." Daryl said and then noticed where they are. "Rick, we had better get out of here." Rick nodded.

"Hold on, Princess Luna was able to say something to me before I got sucked through. She said to find the words, I'm not sure why but I think that these words are in there." Twilight pointed toward the prison.

"Are you positive?" Rick asked

"Let me put it this way, what choice have we got?" Rick looked to Daryl and the two reluctantly nodded. "Let's go, get them then." Twilight started toward the prison clumsily but got grabbed from behind. "What's the deal?"

"We will go but first we have a few things to take care of. You need to learn to use a gun. You also need to be able to stand by yourself. We should also get more weapons then what we've got here. We'll leave, get ourselves together, then come back and fight our way in." Twilight looked toward the prison and found walkers everywhere and nodded. "Good, let's move."

**A/N: I hope you enjoyed the chapter and please review, thank you.**


	20. Chapter 20

**Chapter 20: Hide Away**

Nightmare Moon stood in place angrily for a few seconds though she couldn't figure out why. She should be happy; the greatest threat to her is in another world, why would she be angry? Out of the blue her emotion changed from angry to happiness. Once again she had no idea why but she could guess. Nightmare Moon shook her head to clear it and then smiled. "With your precious Princess gone, I'm taking over."

"What makes you think that, we're still here?" Maggie raised her gun and aimed at Nightmare Moon who bust out laughing. Maggie blushed slightly from embarrassment but kept the gun steadily aimed.

"How comical, you really think that you can kill me with that thing." Nightmare moon ripped the gun from Maggie's hooves and threw it to the side. "Now that that is over, I'll start my takeover." The walker ponies that came with Nightmare Moon turned around and faced the group. "KILL THEM ALL!" She screamed and the walker ponies made their way toward the group rushing past Nightmare Moon in their attempt to feed. She smiled as the group ran off and despite Hershel only having three legs, he ran fairly quick. "That's right, run for your lives."

Once Nightmare Moon was alone, she walked into the throne room and looked out the window at the panicked ponies below. 'You're not in charge you fool, I am. You are only second in command.' Nightmare Moon heard the book say and then began shaking. 'I control you, you do as I say and you'll be fine. Try to betray me and you'll find yourself with the undead. Remember who created you.'

Nightmare Moon stopped shaking and collapsed onto the ground. "Of, of course."

Hershel and the others ran and ran. They made it out of Canterlot and came to a large clearing, a river flows to the right of them. "Hershel, what do we do now?" Carol asked looking around.

"Perhaps I can assist you." Rainbow Dash said flying up behind them. "I have a place to hide out in, I've allowed Rarity and the others to stay there, you can come with." The group looked at each other and nodded in agreement. "Follow me then and hurry." The group followed Rainbow Dash into the train station in the mountainside. Rainbow went over to a light and pulled down on it opening a secret passage. "Come on." She waved the group over as she made her way down. "This is a secret bunker used back in sometime. Twilight's the one who told us about it, we just remembered where it was." The group made their way down and ended up in a large room. "Here we are, go ahead and relax."

The group looked around and then noticed something. "You said that the others are here, where is Applejack?" Carl asked.

"AJ, she refused to stay here with Rarity. She went off on her own despite the fact that there is more then enough room here and the two would probably never see each other. She is dead set on never seeing Rarity again, I've never known her to hold a grudge not that I can blame her. Regardless, make yourself comfortable." Rainbow then left the room and went to look for anymore survivors. Maggie and the others watched as Rainbow left and then went their separate ways.

"Sweetie, you can't be serious. No, I refuse to let you." Rarity stomped her hoof while Sweetie glared at her older sister.

"I don't care what you want sis, I'm going. I have a score to settle and if you won't give me want I need then I'll get it myself." Sweetie kept her glare on Rarity. Sweetie wasn't about to back down.

"I'm not giving you a weapon, the closest thing you'll get to such a thing is a butter knife." Rarity flipped her mane and held her head high. "I will not let you go and get yourself killed."

"I'm going to screw over every one of those things for what they did and you can't stop me." Sweetie stomped her hoof on the ground.

"Sweetie Belle, language, its not-" Rarity got cut off by her sister.

"Screw being a lady anymore Rarity, look around you. These demons from hell have invaded and you're worried about being lady like. If that's all you care about then don't expect me to save you if you need it." Sweetie stomped off angrily leaving Rarity shocked beyond belief.

"How could my little sister say such a thing and to me of all ponies?" Rarity asked as Carl came around the corner.

"How can you ignore everything that's happening?" Carl asked carrying Judith on his back.

"This is no business of yours young colt, so if you would so kindly mind your own business." Rarity stared off in the direction that Sweetie went.

"You're unbelievable; it's not up to you anymore. Your sister needs a weapon regardless of the reasons for it. Without a weapon of some kind, she is as good as dead. Chew on that for a bit because if those things ever make it in here and they will, you will have doomed your sister." Carl turned to leave when Rarity spoke up.

"What do you know, you're just a colt. You have a lot to learn about life. My sister doesn't need to be waving a weapon around; she'll be fine with me here to protect her."

"You think so huh, I doubt that. I've seen to many times when no matter how close you are to a person, they can still die. You can be mere inches from her and she can still die, I should know. Without a weapon, she is as good as dead. If you really want to be a good sister, give her a weapon. I have one and my father is alive because of it. The best part about it is that if I didn't know how to shoot, he would have died. I was only a few feet from him but he would have died if I didn't have my gun. If you don't want to give your sister a weapon fine; just don't cry when she can't save you or herself for that matter. Don't get me wrong, she could still die with a weapon but guess what, she is a lot safer with one then without." With that said Carl turned and walked away leaving Rarity to think.

**A/N: I hope you enjoyed and please review, thank you.**


	21. Chapter 21

**Chapter 21: Training**

"Ok Twilight, here we are. First thing I need to know, how much weight can you lift?" Rick asked as the three walked into an old gym. The weights scattered all over the floor and on some workout equipment. Treadmills tipped over, most of the workout bikes tipped and busted, and much of the other workout equipment in the same condition. Most of it is covered in blood, guts, and dead bodies.

Twilight looked around shocked and disgusted but still answered the question. "With my magic I can lift a ton, very literally. I suppose that's irrelevant though as I have no magic or my wings." Twilight grumbled out that last sentence. Twilight wasn't sure how much she could lift but she was positive that it wasn't much. Daryl came up to her with a twenty pound weight and handed it to Twilight. She grabbed the weight and then almost dropped it from the weight. "How is lifting weights going to help?"

Daryl and Rick shook their heads at the scene in front of them. They then heard groaning behind them and flipped around to come face to face with a walker. "This is why." Rick said as he punched the walker in the face. The walker stumbled backward a bit. Daryl picked up a fifty pound weight and bashed its' head in killing it. "You need to be able to lift the weapon you intend to use to kill them. If you ever get grabbed by one, you'll need to be able to knock it off you. They may not have any muscle on them but they are strong."

Daryl picked up a ten pound weight and gave it to Twilight who struggled only slightly. "Once were done with you, you'll be one strong egghead." Daryl turned around and took first watch before Twilight could respond.

"I do have one question, how is it that I'm weaker here then in my world. I can carry a baby dragon on my back for goodness sake. How is it that twenty pounds is so difficult?" It didn't make any sense at all to her.

"My guess is that you becoming human did it to you. Your entire body changed, your abilities probably did too, kind of like our ability to hold things in your world though I've got to be honest with you. Your world doesn't make any sense to us but it's probably true for you here. Now get working and prepare to sweat." Rick said guiding Twilight through her workout.

For a whole week Twilight had been put through extensive exercise. The three have noticed a considerable difference however. She now has some definition in her muscles though Rick and Daryl have much more but for good reason. Helping search for food and other supplies helped. "Am I finished yet? I really want to get the paper and get home." Twilight asked as she sat down, inhaled and soon wished she hadn't. "What is that smell?"

"That would be you, working out for a week and not having a shower doesn't help the body odor but that isn't the issue right now. Now that you are stronger, you may be able to handle carrying a gun and keeping it steady. You need to have a gun on you but also a melee weapon as well. Guns are only to be used when there are too many walkers to deal with. We always take out walkers quietly if possible. Sometimes it involves finding a rock or thick branch. In case you haven't noticed, walkers are attracted to sound. That was Andrea's mistake when she saw the walkers going for you friend. Daryl is the only one here allowed to use ranged weapon freely. A crossbow doesn't make sound." Rick was stopped by Daryl.

"Rick, let's just teach her how to use a gun already, we'll teach her about Walker behavior and all later." Daryl handed Twilight a handgun. "First off in gun training, you always aim for the head. A shot to the chest which could be deadly to a normal human has no effect on walkers. It's the brain that keeps them alive. Take out the brain and you take out the walker." Daryl turned to Rick and the two nodded. "Rick is going to set up some targets around the gym. Some will be dead bodies, others will be targets. With the dead bodies, you aim for the head and with the targets, aim for the center." Daryl pulled out a cylinder object and put it on the handgun. "This is a silencer, it will keep it quiet."

"Why don't you just use these silence things all the time?" Twilight asked confused.

"We don't use them because they are rare; this is the first we've actually found. You're lucky too because if we didn't, walkers would be all over us and you would have to practice on the run." Daryl chuckled and noticed Rick finish setting up the targets. "You ready?" Twilight looked at the gun and then at the many targets around the room and hesitantly nodded. "Good." Daryl went through the basics on how to use the gun and then Rick came and filled in the more advanced topics which were few. "Now let's see what you can do."

Twilight gulped loudly and then raised the gun into ready position. Her arms shook slightly after having just finished lifting weights. Her arms tired as well as her body. This didn't help with her aim. Twilight fired off a shot at the closest target and it missed it completely. Daryl just shook his head which Twilight noticed. "I'm tired and I've never fired a gun before, give me a break."

"I would if the walkers gave us a break. With all the running that we do, we tire easily and we still have to do more then just fire a gun. Using melee weapons are even more tiring, so get over yourself and shoot the target." Daryl criticized and then felt a hand on his shoulder. "I know what you're going to say and you know as well as I do that being tired isn't an excuse. It's either us or them and we can't allow it to be them." Daryl said and watched as Twilight failed another shot miserably. "I'll be right back." Daryl left and turned a corner into another room. Soon Daryl was seen running back into the room. "There is your new target, now shoot it." Daryl said as a walker came from around the corner.

"Are you insane Daryl?" Twilight and Rick asked at the same time.

"You're wasting time, shoot it missy." Twilight aimed at the walker and fired off a shot and missed. "Again!" Three more shots flew from the barrel of the handgun and one bullet missed the walker completely and the other two only slowed it down for a moment. The walker soon reached the three and Daryl stabbed the walker in the head with his knife. "Now shoot a stationary target."

"I really hate you right now Daryl." Twilight said fighting back a few tears threatening to fall. Twilight aimed once again at the targets and fired off some more shots when the clip in the gun emptied.

Rick went over to the target and looked it over with a smile. "You didn't hit the center but its close enough to have killed it."

"Good job, now shoot the furthest one away." Daryl showed Twilight how to reload the gun. "I'll let you reload it later, now shoot." Daryl and Rick watched as Twilight struggled to fire the gun and hit the targets. The rest of the day went on with Daryl pushing Twilight as hard as he could.

That night Twilight fell asleep as soon as her head became parallel with her body on the ground. Daryl and Rick had started talking. "What was with you today Daryl, you acted the way Shane did when teaching Andrea."

"I can't say that I agree with anything that he did but when time is of the essence, which was one thing that I think he had the right idea on. We don't have time to just kick back and relax; those that can't fire a weapon or even use a melee weapon are a hindrance, children excluded. We train as fast as possible to make sure that we can keep each other safe, I believe that was one thing that Shane had the right idea on." Daryl explained and got a simple nod from Rick. He couldn't tell if it was a nod in agreement or if it meant something else but it didn't matter. The two men were too tired to talk anymore than that. The two then fell asleep in a heartbeat.

**A/N: I hope you enjoyed and please review, thank you.**


	22. Chapter 22

**Chapter 22: Walk Away**

Sweetie Belle went searching around the old hideout or bunker, whatever it was she wasn't sure. She had stormed off angry with her sister and went in search of a weapon of some kind. Surely there would be something somewhere. Lucky for her, Rainbow Dash had gone around and lit every tunnel in the place. This had been the third one she had gone down. "There has to be something." Sweetie looked back and forth for a door or another tunnel. As she walked, she didn't see the rock on the ground and tripped. As she fell which wasn't very far, her hoof searched wildly for something to grab onto and found a torch. The problem was that it lowered with her and she continued her short descent. She landed on the ground with a thud. "Ow"

Sweetie looked up at the bowing torch and then heard grinding like rock against rock coming from her right. Sweetie looked inside the secret room once the door opened fully. Her eyes widened and a smile crossed her lips.

"Has anypony seen my poor sister?" Every pony in the room shook there heads. "Ugh" Rarity had been searching frantically for Sweetie Belle but she had disappeared completely. "Where could she be, Sweeeetie Bellle?" Rarity screamed hoping to hear a response from her sister. She got a response but it wasn't from who she wanted and wasn't the one she wanted.

"It's your fault you know. You pushed her away; you should have just given her a weapon." Carl said as he fed his little sister.

"How dare you blame me for my sisters' disappearance?" Rarity yelled angrily and then calmed down and tears began to seep out. "I already know that it's my fault, I don't need the reminder. Just leave me alone and stop torturing me, I have to find my sister." As Rarity turned to leave, she bumped into Sweetie Belle. "Sweetie, what are you wearing?"

Sweetie Belle felt proud of herself and now her sister was speechless, sort of. Rarity kept making noises but no real words came out. "I found old armor and a sword from a long time ago. I'm shocked it's still golden or maybe it is gold, it's kind of heavy. Anyway, I shrunk it down to my size."

"When did you learn magic like that?" Rarity asked and noticed Carl walking away.

"It was when Rainbow Dash was destroying stuff. Twilight taught me how to fix things with my magic so that I could fix anything small that Rainbow was bound to break." Rarity commented on the sweet gesture but it didn't answer her question. Instead of saying anything though, she continued to listen. "After that I asked Twilight to teach me how to shrink things so that I could make big things small. I could fix them if the objects were smaller. Twilight said no at first but I told her that you said it was ok even though I never asked. I don't care anymore about what you think though, I'm leaving now." With that said Sweetie walked off ignoring her sister. Once Rarity started running, Sweetie took off in a full sprint. Unfortunately Rarity was faster, fortunately, Sweetie had also been taught how to teleport. It was amazing just how much she learned during that time. Sweetie teleported away when Rarity got to close to her and finally made it out the door and disappeared.

"This is the WORST POSSIBLE THING and it's my fault. Sweetie, I'm sooooorrrrrryyyyyy!" Rarity screamed into the distance just outside the door.

Applejack had refused to live with Rarity or any of her friends after the fallout between them. She didn't let it distract her though. She kept her eyes and ears open. She had arrived unnoticeably in Ponyville. The entire small town destroyed and in ruins. "Nothin is the same includin mah friendship." Applejack thought back to when her home town was normal.

"Applejack, is that you?" Applejack turned around and glared at the two running up to her. "What are you doing here all alone; Michonne and I have been looking all over for you."

"What fer, just go away both of ya. It's your fault that everythin has fallen apart. If yer stupid group had just stayed in ya demon world none of this would have happened." Applejack said angrily stomping closer to the two.

"That wasn't our fault, your just upset and with good reason. That was someone from your world that made the portal." Andrea said.

"Yeah and yer stupid group would do anythin to get out of ya world wouldn't ya'll?" Applejack asked but got no response. "As ah thought, just get out of here. Ah don't want nothin to do with ya'll or anypony. Ah just want to be left alone, if those things kill me then so be it. I don't have anythin to live for. Its ya'lls fault too, if ya hadn't come here, those demons from hell wouldn't have followed ya'll. Mah families dead because of ya'll. Just get out of here." Applejack being within range turned and bucked Andrea in the chest. "Leave me alone." Applejack turned and walked away.

"Fine, have it your way but let me ask you something." Andrea asked as she tried to stand. "Did you ever once think about what would have happened had we not come because the walkers would have come through regardless and you knew nothing about them? Not only that, but how do you think Rarity felt when she got her sister back after a near death experience, do you really think it would be that easy?" With that said, Andrea and Michonne walked off.

Applejack turned and walked away angrily and sadly. She really began thinking about that night or day, whenever it was. It hadn't stopped raining since it started some days ago. Applejack hadn't really thought about it. Had she really been the unreasonable one? Had she been selfish and wrong? Had Rarity been so scared for her sister that she just couldn't leave her? Most importantly, would she have done the same thing in that position? "Rarity, Ahmmmm sorrrry!" Applejack in a burst of speed ran to the hideout when she tripped over something. Unfortunately that something groaned. Applejack went to stomp on the walkers head but then she backed up. "Pinkie Pie?" Applejack backed away slowly when she bumped into something that chuckled which was both a relief and it frightened her.

"Hello Applejack, get her!" Nightmare Moon said as walkers swarmed the area as she walked off.

"You know that they are hiding right?" Nightmare Moon asked the book as the walked away from a blood curdling scream.

'Of course I know you fool; I have already sent an army after them. I don't use you for everything."

After seeing her sister leave, Rarity sat on the ground in sad silence. Nopony could talk to her, she ignored them. All she could think of was if Sweetie was ok and does Sweetie hate her now? The minutes came and went, the only noise in the room came from Judith whether it was crying or simply making noises. A few of the adults talked but it was ignored by Rarity. Even when everypony that was invited there was there in the hideout, hearing the door to the entrance open didn't faze her. "Rarity, where is Rarity?" This however caught Rarity's attention.

"Applejack?" Rarity stood up off the ground surprised and ran over to her friend but then saw it. Applejack is covered in scraps and bites. "What happened?"

"Ah don't have much time, Ah have the worst fever ya ever felt. Ahm sorry Rarity, ya'll are my best friends. Ah don't blame ya fer mah sisters death, can ya forgive me?" Applejack asked tiredly. Rarity nodded and hugged her friend despite having her friends' blood get all over her. Applejack pushed Rarity away. "Thank you kindly Rarity but I must go, I don't want to come back and kill ya." Applejack turned and walked away leaving a bloody trail behind her and as she exited the area, she collapsed. Her brain stopped as well as everything else and walkers came flooding into the room. Everypony freaked out and ran around screaming trying to find some way out.

**A/N: I hope you enjoyed and please review, thank you.**


	23. Chapter 23

**Chapter 23: Corrupted Mind**

Twilight, Rick, and Daryl finished up with Twilights training and had returned to the prison. "Are you sure that whatever you're looking for is inside the prison? I'm not going to risk my life in there if there is nothing in there." Daryl whispered so as not to attract unwanted attention. Twilight gave a hard nod which resulted in a sigh from Daryl. "Fine but that is a lot of walkers in there, we need to be as stealthy as possible."

Twilight looked toward the prison in confusion. "What walkers?" Daryl and Rick looked through the covering of a bush and didn't see anything but dead bodies. "So let's go." The three then heard a voice behind them.

"Move without my say so and you die." The man held his gun to Twilights head. "Don't think about fighting me either; I've got men watching us as we speak." The man pulled out another gun and cocked it. He aimed the gun in the direction of the trees ready for any undead that may come by. "Let's move it, get up." As told, the three got up and were pushed in the direction of the prison. "Move it you three."

"What do you want with us, the last time we saw this prison, it was overrun with walkers." Twilight asked as she walked toward the prison nervously.

"I heard what you said about something being in there. Whatever it is, it belongs to us. If my boss decides this is just a misunderstanding, we'll take your things and let you be on your way." The four continued on their way toward the prison. No one said a thing even when they reached the front gates. Once they were inside, the man led them down into a familiar room at least to Rick and Daryl anyway. It had been the same area where Rick had been attacked by Andrew. That's when Twilight saw it, hanging on the wall but the man pushed them along. Soon they came to another room with a rather large man, muscle wise; was sitting in a chair. All around him were guards with guns and a few with riot shields found in various parts of the prison. "We found these three sneaking around outside the prison sir. They were talking about something being here, I believe they intended to come get it."

The muscular man stood up and stared at the three for a moment. "Lower your gun Alex; we don't need any violence here." Alex nodded and lowered his gun. "Tell me exactly what is here that could possibly be yours?"

"Why don't you give us a name first?" Daryl glared angrily at the man in front of him and then felt the barrel of a gun in his back but was quickly lowered when the leader waved his hand.

"Fair enough, names Maxwell, now tell me and I will decide if it's worth the trouble or not." Maxwell said.

"We came searching for a special piece of paper is all. We'll get what we need and leave you be." Maxwell began laughing. "What's so funny?" Twilight asked truly confused by his action.

Once Maxwell calmed down, he looked at Twilight and smiled. "Is that all, did you see this special piece of paper on the way here?" Twilight nodded. "Tell me, what is this paper exactly? If you're looking for a map, you're not getting that or even the blueprints for the prison. If it's simply scratch paper, I'm sure we could part with a few pieces." Maxwell chuckled.

"Hardly, it's far more important." Twilight then saw and heard Maxwell snap his fingers. His guards then grabbed onto each of them. "What's going on, let us go." Twilight demanded.

"Something more important then what I've mentioned won't be going with you." Maxwell said angrily. "Kick them out and if they try to return, shoot them."

"Wait, I'll show you what it is that we want. I'll prove to you that it will mean nothing to you." Twilight said desperate not to be thrown out without the paper. Maxwell stopped his guards at the door. "Let me show you that it won't mean anything to you." Maxwell nodded and told Twilight to lead the way.

A guard then came into the room exhausted. "Sir, there are walkers all over outside, it's a horde, we need more guns and ammo."

"Get them what they need." Maxwell said to a woman guard. She nodded and got the other guards to help. Maxwell then turned to Twilight. "Continue." Twilight nodded and led them into the next room where Twilight ran over to the wall and pulled off the piece of paper. "I don't see it."

Twilight stared at the paper for a moment before speaking. "Look, tell me what this means to you."

Maxwell had had enough of this foolishness. "I don't see anything, feed them to the walkers."

The guards grabbed onto the three of them. "Twilight, what are you doing?" Rick asked as they were being pulled away. "Twilight?"

Twilight struggled for a moment and then threw her head back and hit the guard in the face. Twilight stumbled backward holding onto her head. "My head, it feels funny." Twilight closed her eyes. The guards stopped moving as did everyone in the room. Everyone just stopped and stared at Twilight.

"Was she bitten?" Rick and Daryl shook their heads.

Twilight soon opened her eyes. The two orbs blood red with purple surrounding them. Twilight stood up straight and grinned. "You'll regret this." Twilight's voice deepened and menacing scaring everyone in the room. Twilight lead the group to the front gate where walkers moved in on them. Rick and Daryl were then thrown in front of one walker which climbed on top but then stopped. "No, stand." The walker stood scaring the guards behind them. All the walkers huddled around Twilight. The guards stood there frozen by fear and unbelief. "Feed on all inside the prison. Go!" The walkers then passed up Rick and Daryl and headed straight into the prison. Twilight looked at the paper and looked at the last few words on the paper. Screams and shots could be heard from inside the prison. Twilight spoke in some odd language. Soon a portal opened up. "Let's go." Rick and Daryl hesitated for a moment but followed anyway.

**A/N: I hope you enjoyed and please review, thank you.**


	24. Chapter 24

**Chapter 24: Betrayal**

Rainbow Dash and a few others inhaled deeply after having run for an unknown amount of time. They hadn't paid any attention to where they where going and weren't positive where they were. "Is…everypony…ok?" Rainbow Dash asked.

Rarity looked up angrily still exhausted from running for so long but she got her breath fairly quick. "What is wrong with you, of course nopony is ok. Fluttershy, Carol, Carl, Derpy, and so many others got killed back there. It's only you, me, Judith, and Spitfire. Way to take care of everypony Rainbow Dash." Rarity spat vehemently.

"What exactly did you want me to do Rarity; I found what should have been a safe place to stay. That attack wasn't my fault, I couldn't do anything so screw you." Rainbow spat back.

"Come on you two-" Spitfire started to say but was cut off.

"Shut up!" Rarity and Rainbow Dash said in unison.

"Sheesh, go ahead and fight but I'm not sticking around to hear it." Spitfire walked off without Rarity or Rainbow noticing.

"I'm taking Judith so that you can't get her screwed up too." Rarity took the small now crying foal from Rainbow Dash who gladly handed her over.

"Go ahead; I don't need her or anypony else slowing me down. I don't need you, I don't need anypony." Rainbow started to take off into the sky when a deep menacing voice was heard from behind. Rarity and Rainbow turned to see who chuckled.

"Now now Rainbow Dash, you don't really mean that." Twilight said with a fake frown.

"What are you doing here; you ditched us and left us for dead. I don't need you Twilight. What's with the freaky voice anyway?" Rainbow asked and then noticed Twilights eyes as she moved closer. "Your eyes are red too." Rainbow and Rarity backed away.

"My mind has been opened to the books power. I control every walker around and I know just how to screw that book." Twilight grabbed onto her head as a sharp pain shot through her. She shook her head, turned to Rarity and continued to speak. "I have somepony you may be interested in." Out from behind Twilight walked out Sweetie Belle, bloody and groaning. "Poor girl, it's too bad really. After all you did to save her, letting Apple Bloom die and she still ended up like this. Tsk tsk, some guardian you are but don't worry, she and Apple Bloom have become good friends." Twilight said as Apple Bloom walked out from behind her. "Let's hope you do better with that little girl though it's doubtful."

"How dare you tease me." Rarity said as tears formed in her eyes as she turned to Rainbow Dash for support. "Are you going to let her say those things?"

"Why should I stop her, she is right. Screw you both, I'm outta here." Rainbow spread her wings and flew off.

"Where are Rick and Daryl, I know they wouldn't stand for this." Rarity said backing away from Twilight.

"Oh yes, they weren't necessary for me to succeed."

_Twilight, Rick and Daryl came through the portal, and looked around. Rick and Daryl noticed Twilight. She grabbed onto her head, bent over and groaned in pain. Rick had asked if she was ok but Twilight didn't answer. Rick and Daryl unsure of what to do just stood and watched. Soon enough Twilight stood up straight and smiled as walkers came from all directions. Twilight then walked off followed by Rick and Daryl who got cut off by walkers that had attacked them._

"You killed them?" Rarity asked backing further away.

"No, yeah I let them get eaten. Why should you care, they weren't from around here anyway." Twilight looked to both Walker Bloom and Walker Belle and smiled. The filly walkers made their way toward Rarity. "I don't know about you but I'd start running. I would hate to see you killed by the filly you let die and your own sister." Rarity took off like a bullet keeping Judith on her back. The two filly walkers stopped and returned to Twilight. "I'll let the others take care of her." Twilight began twitching as a sharp pain shot through her head and body. When the pain stopped, she turned around and smiled seeing the exact thing she had been looking for. "Good to see that my prey came to me."

Nightmare Moon chuckled but the book shut her up. "You really think that you can stop me? You are foolish if you think that."

"You don't control me and you so foolishly gave me your power. I have complete control over the walkers and there isn't a thing you can do." Twilight smiled standing up on her hind legs and rubbing the heads of Walker Bloom and Walker Belle.

"You don't have the brain power to stop me. Your mind is too weak." The book opened up and shot a beam at Twilight.

Twilight lit up her horn and shot a beam of her own back at the book. The two beams clashed creating a boom. Twilight however quickly gained the advantage and over took the book. The book stumbled backward if you can say that a book can stumble at all. "Weak minded, I have the strongest mind of all. I will be your undoing but first I will take your place as ruler." Twilight shot a quick beam of magic at the book and sent it flying through the air and miles away. "How about you Nightmare Moon, you want to mess with me?" Nightmare Moon took a step back and then ran off in the direction of the book. "All shall fear me and do as I say."

Bête Noire landed in the center of Ponyville. It shook itself off and if a book could smile, it would be doing just that. Soon enough Nightmare Moon arrived at its side. "Twilight thinks she is so strong, just wait until her mind degenerates into mush."

"I don't understand, how will that happen? I didn't see you do anything to her." Nightmare Moon pointed out and received a groan from the book.

"When she read from the pages, it allowed me entrance into her mind and I've been slowly dissolving it. It will take some time but she will never be able to stop me. Even when she thinks that she has won, my power will destroy her." The book began laughing menacingly.

**A/N: I hope you enjoyed the chapter and please review, thank you. I hope that I was able to implement the flashback well.**


	25. Chapter 25

**Chapter 25: Crystal Empire**

Rarity ran for an unbelievable amount of time before coming to a stop. She looked around at her surroundings exhausted. Behind her in the distance she could hear water running, a waterfall to be exact. "Is that…Neighagra Falls? That means…the Crystal Empire…is in that…direction." Rarity pointed north weakly. "Have I…really been running…for that long?" Rarity nodded and began making her way to the empire. After about thirty minutes, Rarity collapsed onto the ground to tired to continue. Not too far away, Rarity could hear the flapping of wings. Rarity tried to stand but it was useless, she couldn't move her legs more or less stand on them. She then blacked out as Judith began crying. The crying soon faded as the world around Rarity darkened.

"_Come on Rarity, get up and move." Rarity looked up to see Rainbow Dash kicking her hoof. "I knew you were too pathetic to take care of that filly, you couldn't even protect your own sister."_

"_I'm doing just fine Rainbow Dash, why do you care anyway?" Rarity asked sitting up._

"_Oh please, everypony thinks so. Just look around you, you're hopeless without us. You even made yourself faint from exhaustion, PA-THE-TIC. What do you say you just wake up and take care of her, not that you can save yourself now." Rainbow Dash faded away._

Rarity woke with a start and noticed a walker near her hoof and kicked it in the face. She stood up and then noticed a pain in her hind leg. She looked back and saw a big bite on her leg. "Oh no, I'm screwed, there I said it and I don't care." She looked up and saw that the walker she had kicked has a rainbow mane. "Way to take care of yourself Dashie not that I have any room to talk." Rarity backed away from Walker Dash and began running toward the Crystal Empire. "Maybe it will be safe there but that's just wishful thinking I'm sure."

The Crystal Empire soon came within view and Rarity could feel the fever hit. If she hadn't been so focused on getting to the empire, she would have noticed that the bite began to sting. She began shaking weakly once she stopped running. "The Crystal Empire, in ruins." Rarity walked into the city and looked around.

All around her buildings had fallen and crumbled. Fires burned the leftover buildings. Dead bodies lie on the ground but it was anypony's guess as to which bodies are undead and which weren't. In the distance, the Crystal Empire flag blew in the wind, ripped and beaten down.

Rarity hadn't had much more time to look before hearing the groaning of walkers behind her. Rarity took off for the castle hoping to find somepony still alive. "Don't worry Judith, I'll get you someplace safe." Rarity said as it registered that the little foal had been crying. Once she made it inside the castle, she closed the door and began barricading it. At this point her vision became blurry and she began feeling dizzy. "Hello, is there anypony in here?" Rarity shook her head to try and keep herself from blacking out. Rarity then heard a voice she hadn't wanted to hear. "What are you doing here?"

"Oh Rarity, I can't possibly let you go. My boss wouldn't like that." Nightmare Moon smiled.

"What do you want; I'm already as good as dead, why come to me?" Rarity asked trying to hide Judith behind her.

Nightmare Moon chuckled and moved closer to Rarity. "I realize that and all the better. Give me the foal."

"What good is she to you, why would you want her?" Rarity backed away trying to stay awake while keeping Judith safe.

"She isn't any use to you either but if you insist on keeping her for yourself then be my guest, you'll be part of the undead army soon enough. Do you really think that she is safer with you then me?" Rarity nodded ever so slightly and then collapsed onto the ground. Her breathing stopped as well as the rest of her organs. "Like I said, I could wait." Nightmare Moon walked over to Judith and picked her up.

"Well done, now I must apologize, no I don't." Bête Noire shot a small beam of magic at Nightmare Moon. She began flinching and shaking wildly as the magic coursed through her.

"What…are you doing?" Nightmare Moon then fell to the ground and though her organs stopped, her body continued to move.

"I'm simply ending your pitiful life. Your usefulness has come to an end Nightmare Moon. All I need left to do is take care of the little Alicorn Princess." Bête Noire began to absorb Nightmare Moons body into her pages leaving Luna dead and ready to awake as the books minion. "Now where is Twilight?"

"You called?" Twilight said flying into the room through a hole in the wall. "You know that this place is ready to collapse right?"

"So my prey comes to me." Bête Noire said as the castle shook for a moment before settling. The book shot some magic up at the ceiling creating a hole and causing more damage to the castle. The castle began shaking more as it got ready to collapse. "Shall we leave this building?"

"I think that only I'll be leaving. You've screwed with my mind and now I'll make you pay. Don't get me wrong, I don't care that my friends have all become walkers. In fact, I've brought my friends here to help me." Behind Twilight came Walker Applejack, Fluttershy, Pinkie Pie, Rainbow Dash, and even Spike. "I don't know what happened to Spike but he is here now. Oh look, there is Rarity." Rarity began moving and then opened her eyes.

"Now isn't that naïve, you really think that they are with you?" Bête Noire opened up and shot a beam at each pony and the little dragon. The six flinched and then stood there groaning. "Feast on her flesh."

"They wouldn't-" Twilight looked at her old friends who advanced on her. "What are you doing, you follow me." Twilight said as she was tackled by the six. Twilight shoved them off with her magic and fired some magic at Walker Dash. Before she could fire at any of the others, Twilight was again pulled to the ground. In a hurry, Twilight pulled out the page that she had acquired and began reading the spell. Twilight fought as she read the spell. Just as she was reaching the end of it, she blacked out only able to whisper the last few words beforehand.

"That was hardly the fight I expected before your demise but perhaps you'll fight harder when you wake." With that said a bright flash swept over all of equestria.

**A/N: This is going on a little longer then I had expected. I hope you enjoyed and please review, thank you.**


	26. Chapter 26

**Chapter 26: ****Black Beast**

'Is she ok?' Twilight heard still being asleep but starting to wake. She could tell that it was Rarity speaking but she couldn't figure out how it was possible.

'Why does it matter, so she reversed the spell but that doesn't mean everything's ok so why she should be.' That was Rainbow Dash, she knew that for a fact and what she had just said hurt. "It doesn't bring back Scootaloo, her brother or Derpy. Derpy didn't deserve to die, so she was a bit klutzy, we loved her regardless, she didn't deserve it. None of them did. It's Twilights fault, she should have been here.' That didn't make Twilight feel any better.

'How dare you say such a thing, you're alive because of Princess Twilight.' That was Luna and Twilight was happy to know that someone still liked her or at least she assumed so.

'It may be but that doesn't bring back Scoots, her brother and any other pony that died. I don't care anymore, I'm outta here.' Rainbow Dash repeated herself. Twilight couldn't see it but she knew that Rainbow rushed off.

'Look, she's moving.' Good old Fluttershy, being the first one to notice something so small as a movement.

Twilight's eyes fluttered open as a bright light blinded her. "W-What's going on?" Twilight asked trying to block the light.

"Hey Twi, good to see ya…alive." Applejack said with a forced smile. "I better get goin." She walked off quickly before letting Twilight say anything.

"Twilight, you reversed the spell, well done." Luna said with a genuine smile. "Allow me to explain. In the spell that you cast, one specific line, to paraphrase, bring back those that transformed. It brought back all those that were walkers not those that died and stayed that way." Luna didn't get the chance to continue before Twilight spoke.

"Where is the book, is it gone?" Twilight asked but got her response not from Luna but from the voice in her head.

'Oh dear Twilight, I'm far from gone and now I may have my revenge on you and then I'll kill the princesses.' The book said in Twilight's head.

"Shut up, don't you dare talk to me." Luna was taken back by the sudden outburst. "Leave me, the princesses, my friends, and everypony else alone. Do you hear me?" Luna could tell that Bête Noire had Twilight under its control. Twilight just kept screaming and hollering for it to be quiet.

"Leave her be Bête Noire, I'm your pet remember. Come get me!" Luna challenged.

'Oh Luna, you're no longer my concern, I set you free.' Luna fell to the ground holding her head in pain.

Pinkie, Rarity and Spike all came into the room at hearing the screaming. "What's going on?" Spike asked beginning to panic seeing Luna on the ground in pain and Twilight twisting on her hospital bed.

"How should we know, I want nothing to do with this. I only came because Rarity asked me to." Fluttershy said walking away from the scene. Soon Twilight jumped off the bed screaming.

"Shut up shut up shut up, leave me alone!" Twilight ran over to the wall and slammed her side into it two times before facing it. Twilight banged the side of her head into the wall. Spike tried to stop her but she kicked him away as she continued slamming the side of her head into the wall. "Get away from me!" Twilight ran over to the window and slammed her head into it. Rarity tried to stop her but it was no use. Twilight kept banging her head against the glass until it finally broke. Sharp shards of glass now stick out of her head. Glass sticks out of an eye which blinded her. Rarity tried to grab a hold of Twilight but Twilight pushed her away and then jumped out the window.

"Twilight, don't!" Rarity tried to grab onto Twilight but she was too late. Rarity looked out the window hoping that Twilight would spread her wings and fly away. That didn't happen though. Twilight landed head first on the concrete and right in front of Fluttershy who jumped back in shock. The sound of her neck snapping and bones breaking could be heard on the second floor where Rarity looked out the window in horror. Rarity let a small tear slip and then saw something floating closer to the hospital. "Wretched book." Rarity became so angry that her horn began glowing brightly and then a beam shot out and aimed for the book. Rarity shocked herself but watched as the beam hit the book. It caused a giant explosion but the book floated out of the dust cloud unharmed. Without warning, Luna flew past and out the broken window.

"Bête Noire, how dare you show yourself here." Luna said stepping in front of Twilights dead body. All that was heard was a chuckle. "What is so funny?"

The book opened it's pages and then used it's magic and blasted Luna in the chest. Luna was sent flying through the air. "Now for you my new and improved pet." The book said looking in Twilights direction and then opened it's pages and shot it's soul into Twilight's dead body. Many ponies from around town came to see what was going on. Twilight's body began shaking violently as it began to stand. The glass shot from her body and the wounds healed. Foreign markings appeared all over her body. Her coat, mane and tail became pitch black. Her eyes became blood red and her horn grew and twisted into a corkscrew. Her tail and mane became spiked and sharp like a porcupine. "I am the Bête Noire or for those less competent, Black Beast. I'm the new ruler of Equestria thanks to Twilight Sparkle. She may have saved you from the walkers but she failed to see my ultimate goal. None can oppose me."

"Want to bet?" Rick and the others fired shot after shot at Bête Noire but every bullet disappeared before hitting their mark. "That's impossible." Maggie said shocked.

"Bête Noire, you will fall." Luna said with Twilight's guards behind her. "Attack!" Luna and the guards attacked but could do nothing.

"Where am I, who am I?" A purple Alicorn asked looking around a blue white plane.

"Twily, it's good to see you. Are you ready to head home?" A white unicorn stallion with a shield for a cutie mark asked.

"I'm sorry, are you talking to me?" The purple Alicorn asked.

"You're Twilight Sparkle and my sister. My name is Shining Armor. I suppose that heading home now would be a mistake. I suppose you have some unfinished business to take care of. What do you remember of your living life?" Shining asked.

She thought for a moment and then nodded. "I remember a book." Her eyes widened in shock. "The book, I have to destroy the book. I don't remember who I am but I know that it was my job to destroy the book." Shining Armor nodded and then waved his hoof as if to move a curtain out of the way. Right in front of the two was a scene of Luna and some others fighting a pony. "Is that me?"

"Your body, good luck Twily." With that said, Shining vanished. "I'll be waiting for you."

"My name is Twilight Sparkle, I guess that sounds familiar." Twilight took a few steps forward when a blue pony with a cape bumped into her.

"Twilight Sparkle, I'm sorry. This was my fault, can you forgive me?" The blue pony asked.

"Who are you?" Twilight asked

"You don't recognize me?" Twilight shook her head. "I am Trixie or better known as the Great and Powerful Trixie. Great and Powerful indeed, I helped destroy everypony's lives."

"I'm sure that if I could remember you that I would forgive you." Twilight looked toward the fight going on. "I really must go though, nice to meet you." With that said, Twilight continued on her way toward the battle. Twilight stepped into the world of the living and through a small veil just as Luna went flying through her. "That pony looked familiar. All well, I have to deal with myself I suppose." Twilight moved forward and came within ten feet of herself. "Hey you!"

Bête Noire turned around at hearing a voice and her eyes widened. "How are you here, your dead. I have your body."

"I don't remember much but I know that I must destroy you." The two rushed each other and clashed horns. All the pony's around looked on in confusion seeing the Black Beast wrestling with something invisible. Twilight pushed her body back and then shot forward into her body.

Outside the tortured body of Twilight, Luna noticed the book just lying on the ground. She then looked at Twilights body which began to speak. "Luna, destroy the book now!" Luna and everpony else heard it, it was Twilight. As instructed Luna set the book aflame and as she had hoped. It burned as fast as dry grass. Twilight's body then began speaking again but this time it was an argument between the beast and Twilight. "It's over, that was the only thing keeping you alive."

"You fool, you make me leave you will die." The beast said struggling within the body.

"Then so be it." Twilight pushed the beast out of her body. Twilight followed letting her body die. The two became visible but appeared as holographic images in the air. Twilight looked like herself but the Black Beast changed. It's body grew and looked similar to that of Twilight's body when he was using it. The differences were clear though, no cutie mark, just a giant beast with a lot of muscle. The beast stands high above all the ponies. It has four eyes instead of two.

"Your body will be mine. I'm far stronger then you will ever be." The Black Beast charged up its horn with black magic and Twilight charged up her horn with white magic. The two clashed but the beast began gaining ground. "I told you, I'm stronger." The black beam shot through Twilights' and hit her in the head.

Twilight flew backward, went right through the library and landed next to the bookcase where a book landed in front of her. "What the?" Twilight said and then looked up and saw Rainbow Dash with tears in her eyes.

"I'm sorry Twilight, we can, one last time as friends, use the elements and beat down the beast." Rainbow said holding out Twilights crown.

Twilight grabbed onto the crown and put it on. She looked up and then saw the other five with their elements on. The five now look like holograms. "When I entered my body, I remembered everything and I forgive you, can you five forgive me?" The five nodded. "Then lets kill this beast." The others nodded and they exited the library. "Hey Bête Noire, that's right, I know who you are."

Once again the Black Beast attacked but this time Twilight had help. The six used the elements and fried Bête Noire to a crisp or so it looked. The elements then cracked and shattered into pieces. "Did you really think that six former friends could use the elements against me?" Bête Noire said with smoke coming off of him.

"No, I didn't think so but I thought that I could weaken you long enough to end you." Twilight said firing a beam of magic at the beast. It tried to block but failed. The beam hit the beast directly and went right through. The beast hollered and screamed in pain as the beam pierced it.

"This isn't possible, the elements are dead!" In a final explosion, Bête Noire shattered and turned to dust.

"Never underestimate the power of friendship even if it is dead." Twilight said and then disappeared.

The five friends had walked over to Luna with questions in mind. "I think I speak for all of us when I say that we are all or at least were affected by images, why didn't we go nuts like Twilight?" Rainbow Dash asked.

"Twilight had been affected by it more then you five or even me. Bête Noire wanted revenge and that's what it got, to an extent. Twilight died because of the greater force driving her mad." Luna went onto explain things for the next three hours.

After the very long explanation, Luna left sadly being unable to see her sister again. Once Luna was gone, the five plus Spike started talking. "So this is it then, no more elements of harmony?" Pinkie asked

"That's right Pinkie, no more elements of harmony and no more of us. The effect of this experience, it doesn't matter. The only ones that will still see each other on occasion are Fluttershy and I." Rarity said, saddened by this whole ordeal.

"What about me then, the only family I had was Twilight?" Nopony said anything which gave Spike his answer. "Fine then, I'll just leave then." Spike left sadly.

"I think it's time to go our separate ways, see you all later or maybe not. It doesn't matter anymore." The group then went their separate ways.

As the years went by Rainbow Dash left the Wonderbolts and went into demolition to easily release her anger which had been a lot.

Fluttershy took on monster hunting but still met up with Rarity for their weekly spa sessions though they didn't talk much.

Rarity stopped making dresses and started selling them instead that was until she found a note from Spike. She had kept it a secret but Spike lost his mind and committed suicide. She hadn't thought about it when Spike said something the last time she saw him but she cared for the little dragon. Now Rarity lives as a hermit in the Everfree Forest in Zecora's old hut.

Pinkie stopped making others happy and simply worked her life away.

Applejack worked harder then ever and traveled the world with Apple Bloom. She became the over protective big sister.

The five of them did see each other on special occasions five times a year when they each visited the graves of their friends and families. They didn't speak to each other though.

Apple Bloom followed her sister everywhere mainly because Applejack wouldn't let her out of her sight.

Sweetie Belle left Rarity and never returned to her. She became a singer but every song was either sad or full of hate. Despite that, she had become famous.

Luna continued her life as normal except at night when she would visit her sister and cry.

Twilight's parents were depressed at first as they should have been. Their biggest complaint was that their bloodline ended until they realized that Cadance had become pregnant before the apocalypse happened. They now live with Cadance at the Crystal Empire. They missed their children and it did have its affect. Neither were the same.

Cadance tried to be the same for the sake of her foal but it wasn't any use. She had become irritable and angry with others even her mother and father in law. The love she had vanished almost completely.

Rick and his group separated. Maggie and Glenn got married. Daryl became a loner. Rick took Judith and raised her by himself. The others didn't get the pleasure of returning.

As for Twilight, she got to be with her brother but was saddened to see where her friends had ended up. Twilight wasn't so happy with Spike and what he did but she forgave him considering the circumstances.

Spike stayed with Twilight and though there was nothing else to do for her, he had his family back.

Trixie made up with Twilight and they actually became good friends.

Carol got to be with her daughter again.

Andrea got to see her sister and couldn't be happier.

Michonne may not have her Katana but she is with the people she loves.

Carl is with his mother as they watched Rick and Judith. Carl at this point couldn't help but believe in heaven now.

Hershel is with his wife and daughter Beth. They happily watched Maggie and Glenn live peacefully.

Merle well, he is lonely and could only watch his brother but at least his hand is back.

Bête Noire is where you would expect him to be, down below right where he belongs.

**The End**

**A/N: I hope you enjoyed, please review and thank you.**


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